Mortgage


    Exhibit
      10.13

     

     

    PREPARED
      BY AND, AFTER

    RECORDING,
      RETURN TO:

     

    Cole,
      Schotz, Meisel, Forman & Leonard, P.A.

    Court
      Plaza North

    25
      Main
      Street

    P.O.
      Box
      800

    Hackensack,
      New Jersey 07602-0800

    Attention:
      Michael R. Leighton, Esq.

     

    MORTGAGE
      AND SECURITY AGREEMENT

     

    THIS
      MORTGAGE, made as of this 26 day of June, 2007, by
      COSTA BLANCA I REAL ESTATE, LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809 (“Mortgagor”), and KENNEDY
      FUNDING, INC.,
      a New
      Jersey corporation, having an office at Two University Plaza, Suite 402,
      Hackensack, New Jersey 07601, as agent (“Agent”) for the lenders identified in
      Schedule A of the Note (as hereinafter defined) (Agent and the said lenders
      are
      hereinafter collectively referred to as “Mortgagee”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      Mortgagee has agreed to lend and Mortgagor has agreed to borrow the principal
      sum of FOUR
      MILLION FOUR HUNDRED FIFTY THOUSAND ($4,450,000) DOLLARS
      (“Loan”), on the terms and conditions provided herein and in the Loan Documents
      (as hereinafter defined);

     

    WHEREAS,
      Mortgagor has executed and delivered to Mortgagee, among other things, that
      certain Loan and Security Agreement (“Loan Agreement”) and that certain
      Promissory Note (“Note”) both of even date herewith, evidencing the Loan;
      and

     

    WHEREAS,
      Mortgagor expects to derive benefit from the Loan and has agreed to secure
      the
      Loan by, among other things, the grant of this Mortgage to
      Mortgagee.

     

    NOW,
      THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that in order to secure Mortgagor’s
      obligations under the Loan Documents, including the payment of principal and
      interest, late fees, attorneys’ fees, costs and disbursements, the full and
      prompt payment and performance of all of the indebtedness, obligations,
      covenants, agreements and liabilities of Mortgagor to Mortgagee, together with
      all interest and other charges thereon, whether direct or indirect, existing,
      contingent or otherwise, due or to become due, under or arising out of or in
      connection with the Loan Agreement and any future modifications thereof and
      any
      other instruments or documents delivered in connection herewith or therewith
      and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, Mortgagor has mortgaged, granted, bargained, sold,
      conveyed, aliened, released, transferred, warranted and confirmed, and does
      hereby mortgage, grant, bargain, sell, convey, alien, release, transfer, warrant
      and confirm unto Mortgagee, and to all its successors and assigns forever,
      the
      following described property (collectively, the “Property”):

    
      
        
           

           

          
          

        

        
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    A. The
      real
      estate located in County of Polk, State of Florida (the “State”) more
      particularly described in Exhibit
      A
      attached
      hereto and made a part hereof for all purposes the same as if set forth herein
      verbatim, together with all right, title and interest of Mortgagor in and to
      (a)
      all streets, roads, alleys, easements, rights-of-way, licenses, rights of
      ingress and egress, vehicle parking rights and public places, existing or
      proposed, abutting, adjacent, used in connection with or pertaining to the
      real
      property or the Improvements (as hereinafter defined); (b) any strips or gores
      between the real property and abutting or adjacent properties; and (c) all
      water
      and water rights, timber, crops and mineral interests pertaining to the real
      property (such real estate and other rights, titles and interests being
      hereinafter sometimes called “Land”);

     

    B. All
      buildings, structures and other improvements or any part thereof, now or
      hereafter situated on or under the Land and all restorations and replacements
      thereof (“Improvements”);

     

    C. All
      fixtures and systems and articles of personal property, of every kind and
      character, now owned or hereafter acquired by Mortgagor (Mortgagor’s successors
      or assigns), which are now or hereafter attached to the Land or the Improvements
      and owned by Mortgagor, or used in or necessary to complete the proper planning,
      development, use, occupancy or operation thereof, or acquired (whether delivered
      to the Land or stored elsewhere) for use or installation in or on the Land
      or
      the Improvements, and all renewals and replacements of, substitutions for and
      additions to the foregoing, including, but without limiting the foregoing,
      all
      of the following items now owned or hereafter acquired by Mortgagor, any and
      all
      fixtures, systems, heating, ventilating, air conditioning, refrigerating,
      plumbing, water, sewer, lighting, generating, cleaning, storage, incinerating,
      waste disposal, sprinkler, fire extinguishing, communications, transportation
      (of people or things, including, but not limited to, stairways, elevators,
      escalators and conveyors), data processing, security and alarm, laundry, food
      or
      drink preparation, storage of serving, gas, electrical and electronic, water,
      and recreational uses or purposes; all tanks, pipes, wiring, conduits, ducts,
      doors, partitions, floor coverings, wall coverings, windows, window screens
      and
      shades, awnings, fans, motors, engines and boilers; motor vehicles; decorative
      items and art objects; and files , records and books of account (all of which
      are herein sometimes referred to together as “Accessories”);

     

    


    
      
        
           

           

          
          

        

        
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      D. All
        (a)
        plans and specifications for the Improvements; (b) contracts relating to
        the
        Land or the Improvements or the Accessories or any part thereof; (c) deposits
        including, but not limited to, Mortgagor’s rights in tenants’ security deposits
        (if any), deposits with respect to utility services to the Land or the
        Improvements or the Accessories
        or any part thereof, and any deposits or reserves hereunder or under any
        other
        Loan Document (as hereinafter defined) for taxes, insurance or otherwise,
        funds,
        accounts, contract rights, instruments, documents, commitments, general
        intangibles, notes and chattel paper used in connection with or arising from
        or
        by virtue of any transactions related to the Land or the Improvements or
        the
        Accessories or any part thereof; (d) permits, licenses, franchises, bonds,
        certificates and other rights and privileges obtained in connection with
        the
        Land or the Improvements or the Accessories or any part thereof; (e) leases,
        rents, royalties, bonuses, issues, profits, revenues and other benefits of
        the
        Land, the Improvements and the Accessories; and (f) other properties, rights,
        titles and interests, if any, specified in any Section or any Article of
        this
        Mortgage as being part of the Property;

    

     

    E. All
      proceeds, products, consideration, compensation and recoveries, direct or
      consequential, cash and noncash, of or arising from, as the case may be, (a)
      the
      properties, rights, titles and interests referred to above in paragraphs (A),
      (B), (C) and (D); (b) any sale, lease or other disposition thereof; (c) each
      policy of insurance relating thereto (including premium refunds); (d) the taking
      thereof or of any rights appurtenant thereto by eminent domain or sale in lieu
      thereof for public or quasi-public use under any law; and (e) any damage thereto
      whether caused by such a taking (including change of grade of streets, curb
      cuts
      or other rights of access) or otherwise caused; and

     

    F. All
      other
      interests of every kind and character, and proceeds thereof, which Mortgagor
      now
      has or hereafter acquires in, to or for the benefit of the properties, rights,
      titles and interests referred to above in paragraphs (A), (B), (C), (D), (E)
      and
      all property used or useful in connection therewith, including, but not limited
      to, remainders, reversions and reversionary rights or interests that apply
      to
      the Property.

     

    TO
      HAVE
      AND TO HOLD the Property, unto Mortgagee and Mortgagee’s successors, substitutes
      or assigns, for the uses and purposes herein set forth, forever, together with
      all rights, privileges, hereditaments and appurtenances in anyway appertaining
      or belonging thereto, subject only to the “Permitted Encumbrances” includes both
      (i) listed on Exhibit
      B
      attached
      hereto to the extent that the same are valid, subsisting and affect the
      Property, free from all rights and benefits under and by virtue of any
      applicable homestead exemption or similar laws, which said rights and benefits
      Mortgagor does hereby expressly release and waive, and (ii) that certain loan
      in
      the combined amount of up to Twenty Five Million ($25,000,000) Dollars to
      Standford International Bank and Resorts Funding Group, LLC.

     

    PROVIDED
      ALWAYS, that these presents are upon the express condition, that if Mortgagor
      shall pay unto Mortgagee, its successors or assigns, all Indebtedness due under
      the terms of the Loan Documents and shall pay and perform the Obligation (as
      hereinafter defined), without any deduction or credit for any amount payable
      for
      taxes in accordance with the terms of the said Note, and hereof, then this
      mortgage shall cease, determine and become null and void; otherwise to remain
      in
      full force and effect.

    
      
        
        

      

      
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    ARTICLE
      I.

    THE
      OBLIGATION

     

    Section
      1.1 Mortgagee.
      The
      expression “this Mortgage,” as used herein, shall mean this Mortgage, and all
      rights, title, interest, liens, security interests, powers and privileges
      created hereby or arising by virtue hereof. This Mortgage is given to secure
      payment and performance of the Obligation, including the indebtedness described
      in Section
      1.2.
      The
      word “Mortgagee,” as used herein, shall mean KENNEDY
      FUNDING, INC.,
      a New
      Jersey corporation, Two University Plaza, Hackensack, New Jersey 07601, as
      agent
      for the lenders identified in the Note defined hereinbelow, in each case having
      an address c/o Mortgagee, Two University Plaza, Hackensack, New Jersey
      07601.

     

    Section
      1.2 Obligation.
      The
      word “Obligation”, “Obligations” or the word “Indebtedness,” as used herein,
      shall mean all of the indebtedness, obligations and liabilities described as
      follows:

     

    (a) the
      indebtedness, obligations and liabilities of Mortgagor arising under any
      documents evidencing, securing, or now or hereafter executed in connection
      with
      the Loan (each a “Loan Document”; collectively “Loan Documents”) evidencing the
      Loan; and

     

    (b) all
      other
      and additional indebtedness, liabilities and obligations, of every kind and
      character, of Mortgagor now or hereafter existing in favor of Mortgagee,
      regardless of whether they are direct, indirect, primary, secondary, joint,
      several, joint and several, liquidated, unliquidated, fixed or contingent,
      and
      regardless of whether the same may, prior to their acquisition by Mortgagee,
      be
      or have been payable to some other person or entity, it being the intention
      and
      contemplation of Mortgagor and Mortgagee that future advances may be made to
      Mortgagor by Mortgagee for a variety of purposes, that Mortgagor may guarantee
      (or otherwise become directly or contingently obligated with respect to) the
      obligations of others to Mortgagee, and that Mortgagee may, from time to time,
      acquire from others obligations of Mortgagor to such others, or that Mortgagor
      may otherwise hereafter be or become further indebted to Mortgagee, and that
      payment and repayment of all of the foregoing are intended to and shall be
      part
      of the indebtedness secured hereby; and

     

    (c) and
      any
      and all renewals, modifications, rearrangements, amendments or extensions of
      all
      or any part of the indebtedness, obligations and liabilities described or
      referred to in Subsections
      1.2(a),
      1.2(b),
      preceding.

     

    Mortgagor,
      and each party at any time claiming an interest in or lien
      or encumbrance against the Property, agrees that all advances made by Mortgagee
      from time to time under any of the Loan Documents, and all other portions of
      the
      Obligation herein referred to, shall be secured by this Mortgage with priority
      as if all of the same had been advanced, had arisen or become owing or
      performable on the date hereof, no reduction
      of the outstanding principal balance under the Loan Agreement shall extinguish,
      release or subordinate any rights, titles, interests, liens, security interests,
      powers or privileges intended, created or arising hereunder or under any other
      Loan Document, and this Mortgage shall remain in full force and effect as to
      any
      subsequent advances or subsequently arising portions of the Obligation without
      loss of priority until the Obligation is fully paid, performed and satisfied
      in
      accordance with the Note, as applicable, all agreements and obligations, if
      any,
      of Mortgagee for further advances have been terminated and this Mortgage has
      been released of record by Mortgagee.

    
      
        
           

           

          
          

        

        
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    ARTICLE
      II.

    CERTAIN
      REPRESENTATIONS, WARRANTIES

    AND
      COVENANTS OF MORTGAGOR

     

    Section
      2.1 Payment
      and Performance of Obligations.
      Mortgagor shall pay and perform the Obligations when due in accordance with
      the
      provisions of the Loan Documents; and if any Default (hereinafter defined)
      shall
      be made in the performance of any of the Obligations, Mortgagee shall have
      the
      remedies granted to Mortgagee hereunder, under the Loan Documents and under
      applicable law.

     

    Section
      2.2 Indebtedness
      Secured.
      This
      Mortgage has been given and is intended to secure the full and prompt payment
      and performance of each and all of the Obligations and any renewal, extension,
      modification or replacement of any of the Obligations. Except as otherwise
      provided herein, this Mortgage shall remain in full force and effect with
      respect to all of the Property until all the Obligations shall have been paid
      and performed in full. If Mortgagor shall well and truly pay and perform the
      Obligations at the time and times, and in the manner mentioned in the Loan
      Documents and shall well and truly abide by and comply with each and every
      term,
      covenant and condition set forth in the Loan Documents, then this conveyance
      shall be and become null and void and shall be released at the expense of
      Mortgagor but if there shall be any Default, then the Obligations shall become
      immediately due and payable at the option of Mortgagee, without any notice
      to
      Mortgagor or any other party, all of which notices of Default or notices of
      intent to accelerate or acceleration hereby are waived.

     

    Section
      2.3 Title
      to Property.

     

    (a) The
      Mortgagor represents and warrants that: (i) it has an indefeasible estate in
      fee
      simple in the Land and Improvements and Accessories; (ii) it has the good and
      unrestricted right, full power and lawful authority to mortgage the Property;
      (iii) it has obtained any and all consents and approvals necessary or required
      for the making of this Mortgage; and (iv) the making of this Mortgage will
      not
      violate any contract or agreement to which the Mortgagor is a
      party.

     

    (b) Mortgagor
      does hereby and shall forever warrant and defend its title to and fee simple
      interest in the Property and the validity and first priority of the lien
      ofthis
      Mortgage to Mortgagee and its successors and assigns, against all claims and
      demands whatsoever of any Person (hereinafter defined). There are no defenses
      or
      offsets or counterclaims to this Mortgage or to any of the
      Obligations.

    
      
        
           

           

          
          

        

        
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    (c) Mortgagor
      represents and warrants to Mortgagee that any building or portion of any
      building hereafter constructed on the Land shall be in compliance with all
      applicable zoning and building codes, ordinances and regulations, shall lie
      wholly within the boundaries of the Land, and shall be an independent and
      self-contained operating unit.

     

    (d) Mortgagor
      shall execute, acknowledge and deliver to Mortgagee any documents and
      instruments which Mortgagee may reasonably request from time to time for the
      better assuring, conveying, assigning, transferring, confirming or perfecting
      Mortgagee’s security and rights under this Mortgage.

     

    Section
      2.4 Liens.
      Mortgagor shall not, directly or indirectly, create or suffer or permit to
      be
      created, or to stand, against the Property or any portion thereof, or against
      the rents, issues and profits therefrom, any lien, charge, mortgage, deed of
      trust, adverse claim or other encumbrance (herein collectively referred to
      as a
“lien”), whether senior or junior in lien to this Mortgage, other than the lien
      of this Mortgage and the Permitted Encumbrances; provided, however, that nothing
      contained in this Section 2.4
      shall
      require Mortgagor to pay any real estate taxes or other Impositions (as
      hereinafter defined) prior to the time when same are required to be paid under
      this Mortgage. Mortgagor will keep and maintain the Property free from all
      liens
      arising in connection with the supply of labor or materials relating to the
      construction, alteration, modification or repair of the Improvements or the
      Property. Mortgagor agrees to discharge the same of record by payment or bond
      within thirty (30) days after the filing thereof. Notwithstanding anything
      to
      the contrary contained herein, in no event shall Mortgagor do or permit to
      be
      done, or omit to do or permit the omission of, any act or thing, where such
      act
      or omission would impair the security of this Mortgage.

     

    Section
      2.5 Impositions.
      Mortgagor shall pay, at least five (5) days before the date due, all real estate
      taxes, personal property taxes, assessments, water and sewer rates and charges,
      license fees, all charges which may be imposed for the use of vaults, chutes,
      areas and other space beyond the lot line and abutting the public sidewalks
      in
      front of or adjoining the Land, and all other governmental levies and charges
      (collectively, the “Impositions”), of every kind and nature whatsoever, general
      and special, ordinary and extraordinary, foreseen and unforeseen, which shall
      be
      assessed, levied, confirmed, imposed or become a lien upon or against the
      Property or any part thereof, or which shall become payable with respect
      thereto. Mortgagor shall deliver to Mortgagee, within twenty (20) days after
      the
      due date of each payment in connection with the Impositions or any assessment
      for local improvements (“Assessment”), the original or a true photostatic copy
      of the official receipt evidencing such payment or other proof of payment
      satisfactory to Mortgagee.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      2.6 Insurance.

     

    (a) Mortgagor
      shall provide, at its sole cost and expense, and keep in force for the benefit
      of itself and Mortgagee, comprehensive general liability insurance against
      claims for bodily injury, death or property damage and such other insurance
      on
      the Property or any part thereof or any replacements or substitutions therefor,
      as Mortgagee may reasonably require, and the following with respect to the
      Land,
      Improvements and Accessories, provided there exists Improvements upon the
      Property: (i) insurance against loss or damage by fire, other hazards by
      so-called “all risk” and “extended coverage,” and such other casualties and
      hazards as Mortgagee shall reasonably require from time to time; (ii) flood
      insurance if the Property is located in a flood hazard area and earthquake
      and/or hurricane insurance to the extent that owners of similar buildings in
      the
      same county as the Property maintain such insurance; (iii) war risk insurance,
      when obtainable from the United States government or any agency thereof; (iv)
      rent insurance; (v) water damage legal liability insurance; (vi) workers’
compensation insurance as required by law; (vii) business interruption
      insurance; and (viii) such other insurance on the Property or any part thereof
      or any replacements or substitutions therefor, as Mortgagee may reasonably
      require.

     

    (b) The
      policies of insurance required by Subsection 2.6(a)
      hereof
      shall be with companies, in forms and amounts, and for such reasonable periods
      as Mortgagee shall require from time to time, and shall insure the respective
      interests of Mortgagor and Mortgagee. The full amount of the proceeds of any
      insurance covering real property or tangible personal property subject to a
      lien
      or security interest in favor of Mortgagee granted pursuant to any of the Loan
      Documents in the case of each separate loss in excess of Ten Thousand and 00/100
      ($10,000.00) Dollars (a “Major Loss”), other than the proceeds from the
      insurance required under clauses (vi), and (vii) of Subsection 2.6(a)
      hereof,
      shall be payable to Mortgagee pursuant to a non-contributing loss payee
      endorsement satisfactory to Mortgagee. Certificates of Insurance and true
      photocopies of the original policies and renewals thereof covering the risks
      required to be insured against in accordance with this Mortgage, bearing
      satisfactory evidence of payment of all premiums thereon for the succeeding
      one
      year period, shall be delivered to and held by Mortgagee, and within five (5)
      days of demand by Mortgagee Mortgagor shall deliver to Mortgagee the original
      policies and renewals, replacements or endorsements thereof and shall assign
      to
      Mortgagee said policies of insurance as additional security for the indebtedness
      and other obligations secured hereby. At least twenty (20) days prior to the
      expiration of each policy required to be provided by Mortgagor, Mortgagor shall
      deliver Certificates of Insurance evidencing renewal or replacement thereof
      along with true photocopies of any endorsements or any renewal or replacement
      policies to Mortgagee with satisfactory evidence of payment of all premiums
      thereon.


    
      
        
           

           

          
          

        

        
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      (c) All
        insurance policies required in accordance with this Mortgage shall: (1) include
        effective waivers by the insurer of all rights of subrogation against
Mortgagor,
        Mortgagee, any lessee or other occupant of all or any part of the Property,
        or
        any other Person which controls, is controlled by or is under common control
        with any of the foregoing; (2) provide that the full amount of the proceeds
        of
        such insurance (other than the proceeds from the insurance required under
        clauses (vi) and (vii) of Subsection 2.6(a)
        hereof)
        shall, in the case of each separate Major Loss, be payable notwithstanding:
        (A)
        any act, failure to act or negligence of or violation of warranties,
        declarations or conditions contained in such policy by any named insured;
        (B)
        the occupation or use of the Improvements or the Land for purposes more
        hazardous than permitted by the terms thereof; (C) any foreclosure or other
        action or proceeding taken by Mortgagee pursuant to any provision of this
        Mortgage; or (D) any change in title to or ownership of the Property; (3)
        provide that no cancellation, reduction in amount or material change in coverage
        thereof shall be effective until at least thirty (30) days after receipt
        by
        Mortgagee of written notice thereof; (4) include “replacement cost endorsements”
if available; and (5) be reasonably satisfactory to Mortgagee in all other
        respects. Mortgagor shall not permit any condition to exist with respect
        to the
        Property which would wholly or partially invalidate any of the insurance
        thereon.

    

     

    (d) Mortgagee
      shall have the right but not the obligation, on behalf of Mortgagor, to adjust
      and compromise any claims under such insurance in the case of a Major Loss,
      collect and receive the proceeds thereof and execute and deliver all proofs
      of
      loss, receipts, vouchers, checks, drafts, releases and other documents in
      connection with such claims. Mortgagee is hereby irrevocably appointed
      attorney-in-fact for Mortgagor (which appointment is coupled with an interest)
      for such purposes, and Mortgagor shall, upon request of Mortgagee, promptly
      execute any proofs of loss, receipts, vouchers, checks, drafts, releases, and
      other documents in connection with such claims.

     

    (e) Mortgagee
      may deduct from the proceeds of the insurance required to be obtained by
      Mortgagor pursuant to Subsection 2.6(a)
      hereof,
      other than the insurance required under clauses (vi) and (vii) thereof, any
      expenses (including, without limitation, reasonable attorneys’ fees and
      disbursements) incurred by it in connection with obtaining such proceeds, and
      Mortgagee may, at its option, release the balance of such proceeds to Mortgagor
      for the restoration of the Property (“Restoration”) or apply the balance of such
      proceeds in reduction or satisfaction of all or part of the Obligations, whether
      or not then due and payable (in such order of priority as Mortgagee shall
      elect). Upon the occurrence of any Default all of Mortgagor’s right, title and
      interest in and to all such policies, including unearned premiums thereon,
      shall
      be deemed assigned to Mortgagee. The application of such insurance proceeds
      toward the payment or performance of the Obligations shall not be deemed a
      waiver by Mortgagee of its right to receive payment or performance of the
      remainder of the Obligations and the interest thereon in accordance with the
      provisions of the Loan Documents.

     

    


    
      
        
           

           

          
          

        

        
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      (f) In
        the
        event of a sale, transfer or other disposition by Mortgagee of any of the
        property of Mortgagor, the purchaser, assignee or transferee of such property
        shall
        succeed to all of the rights of Mortgagee, including any right to unearned
        premiums, in and to all policies of insurance which Mortgagor is required
        to
        maintain under this Section
        2.6
        and to
        all proceeds of such insurance.

    

     

    (g) Mortgagor’s
      policies of insurance may be maintained under “blanket policies” insuring the
      Property and other property owned by Mortgagor, provided that such blanket
      policies shall: (i) separately set forth the amount of the insurance applicable
      to the Property (except as to the insurance required under clauses (iv), (v)
      and
      (vi) of Subsection 2.6(a)
      hereof),
      (ii) otherwise comply with the provisions of this Section, and (iii) afford
      the
      same protection to Mortgagee as, in Mortgagee’s judgment, would be provided by
      policies individually applicable to the Property.

     

    (h) Mortgagor
      shall not obtain or permit to be obtained separate insurance concurrent in
      form
      or contributing in the event of loss with the insurance Mortgagor is required
      to
      maintain under the provisions of this Section.

     

    Section
      2.7 Condemnation.

     

    (a) Mortgagor
      shall give notice to Mortgagee immediately upon Mortgagor’s learning of the
      commencement of any action or proceeding to take all or any part of the Property
      by exercise of the right of condemnation or eminent domain or of any action
      or
      proceeding to close or to alter the grade of any street on or adjoining the
      Land. Mortgagee may participate together with Mortgagor in any such actions
      or
      proceedings in the name of Mortgagee or, whenever necessary, in the name of
      Mortgagor, and Mortgagor shall deliver to Mortgagee such instruments as
      Mortgagee shall request to permit such participation. Mortgagor shall not settle
      any such action or proceeding or agree to accept any award or payment without
      the prior consent of Mortgagee (which consent Mortgagee may deny in its sole
      discretion), and the total of all awards made or allowed with respect to all
      right, title and interest in and to the Property or the portion or portions
      thereof taken or affected by such condemnation or eminent domain proceeding
      and
      any interest thereon (hereinafter collectively called the “Award”) is hereby
      assigned to and shall be paid to Mortgagee and the amount received shall be
      retained and applied as provided in Subsection
      2.7(b)
      hereof.

     

     

     

    


    
      
        
           

           

          
          

        

        
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    (b) The
      Obligations may be accelerated at the option of Mortgagee as a result of the
      exercise of the right of condemnation or eminent domain in respect of all of
      the
      Property or any part of the Property which is currently or may prior to the
      maturity date established in the Note be utilized in the operation of
      Mortgagor’s business or which may, in the sole judgment of Mortgagee, make
      impracticable the restoration of the Property in a manner which will permit
      the
      Property to be used for the purposes for which it was used prior to the exercise
      of such right of condemnation or eminent domain, in which event Mortgagee shall
      retain and apply the Award toward payment and performance of the Obligations
      (in
      such order of priority as Mortgagee shall elect); provided, however, that to
      the
      extent that the Award received by Mortgagee shall exceed the
      amount required to satisfy in full the then total amount of the Obligations,
      Mortgagee shall pay over to Mortgagor the amount of such excess and provided,
      further, that until the actual vesting of title in such proceeding, the
      Obligations shall continue unimpaired. If there is a taking of a portion of
      the
      Property in any such proceeding and Mortgagee does not accelerate the
      Obligations, then at the option of Mortgagee, the Award shall be: (i) retained
      and applied by Mortgagee toward the payment or performance of the Obligations
      in
      such order of priority as Mortgagee may elect; or (ii) paid over in whole or
      in
      part to pay or reimburse Mortgagor for the cost of restoring or reconstructing
      the Improvements and the Accessories in a manner and on conditions satisfactory
      to Mortgagee. In no event shall Mortgagee be required to satisfy this Mortgage
      until the Obligations are fully paid and Mortgagee shall not be required to
      release from the lien of this Mortgage until the Obligations are fully paid
      any
      portion of the Property so taken until Mortgagee receives the entire amount
      of
      Award for the portion so taken.

     

    (c) The
      application of the Award toward payment or performance of the Obligations shall
      not be deemed a waiver by Mortgagee of its right to receive payment or
      performance of the balance of the Obligations in accordance with the provisions
      of the Loan Documents. Mortgagee shall have the right, but shall be under no
      obligation, to question the amount of the Award, and Mortgagee may accept same
      without prejudice to the rights that Mortgagee may have to question such amount.
      In any such condemnation or eminent domain action or proceeding Mortgagee may
      be
      represented by attorneys selected by Mortgagee, and all sums paid by Mortgagee
      in connection with such action or proceeding (including, without limitation,
      attorneys’ fees and disbursements) shall, on demand, be immediately due from
      Mortgagor to Mortgagee and the same shall be added to the Obligations and shall
      be secured by this Mortgage.

     

    (d) Notwithstanding
      any taking by condemnation or eminent domain, closing of, or alteration of
      the
      grade of, any street or other injury to or decrease in value of the Property
      by
      any public or quasi-public authority or corporation, the Obligations shall
      continue to bear interest at the rate payable pursuant to the Note until the
      Award shall have been actually received by Mortgagee, and any reduction in
      the
      Obligations resulting from the application by Mortgagee of the Award shall
      be
      deemed to take effect only on the date of such receipt.

     

    Section
      2.8 Restoration.
      If: (a)
      the Improvements or Accessories shall be damaged or destroyed, in whole or
      in
      part, by fire or other casualty, or by any taking in condemnation proceedings
      or
      the exercise of any right of eminent domain; and (b) Mortgagee releases or
      agrees to release to Mortgagor the proceeds of any insurance payable to
      Mortgagee or the proceeds of the Award, less any expenses (including, without
      limitation, reasonable attorneys’ fees and disbursements) incurred by Mortgagee
      in obtaining same, and upon conditions satisfactory to Mortgagee; then Mortgagor
      shall promptly restore, replace or rebuild the same to as nearly as possible
      the
      value, quality and condition they were in immediately prior to such fire or
      other casualty or taking, with such alterations or changes as may be approved
      in
      writing by Mortgagee. Mortgagor shall give immediate notice to Mortgagee of
      any
      damage or destruction to the Property by fire or other casualty.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      2.9 Deposits
      for Impositions and Insurance.
      Notwithstanding anything to the contrary contained in any of the Loan Documents,
      upon the occurrence of an Event of Default, Mortgagee may require Mortgagor
      to
      deposit with Mortgagee on the first day of each month an amount equal to one
      twelfth (1/12th) of the sum of (collectively, the “Annual Payments”); (i) the
      aggregate annual payments for the Impositions; (ii) the annual insurance
      premiums on the policies of insurance required to be obtained and kept in force
      by Mortgagor under this Mortgage; and (iii) all other periodic charges (other
      than interest and principal under the Note) arising out of the ownership of
      the
      Property or any portion thereof which are or with notice or the passage of
      time
      or both will become a lien against the Property or any part thereof. In
      addition, upon demand by Mortgagee at any time and from time to time, Mortgagor
      shall deposit with Mortgagee such sum of money which, together with such monthly
      installments, shall be sufficient to pay all of the Annual Payments at least
      forty-five (45) days prior to the due date thereof. If the amount of any of
      the
      Annual Payments are not ascertainable at the time any deposit is required to
      be
      made, the deposit shall be made on the basis of Mortgagee’s estimate thereof,
      which Mortgagee may change from time to time. The funds so deposited with
      Mortgagee shall, provided that no Default shall have occurred under this
      Mortgage, be applied in payment of all of the Annual Payments when due to the
      extent that Mortgagor shall have deposited funds with Mortgagee for such
      purpose. In the event of any Default the funds deposited with Mortgagee may,
      at
      the option of Mortgagee, be retained and applied toward the payment of any
      or
      all of the Obligations, in such order of priority as Mortgagee shall determine,
      but no such application shall be deemed to have been made by operation of law
      or
      otherwise until actually made by Mortgagee. The whole of the Obligations shall
      become due and payable at the option of Mortgagee after the failure of Mortgagor
      to deliver payment of any of such deposits or after the failure of Mortgagor
      to
      deliver to Mortgagee, within ten (10) days after request by Mortgagee, a
      statement certified by an authorized officer of Mortgagor, specifying the
      current amounts of all of the Annual Payments. At any time when deposits are
      required to be made under this Section
      2.9,
      Mortgagor shall furnish Mortgagee with a bill for each of the Annual Payments
      and/or such other documents necessary for their payment at least forty-five
      (45)
      days prior to the date they first become due. Upon an assignment of this
      Mortgage, Mortgagee shall have the right to pay over the balance of such
      deposits in its possession which have not been applied to the Obligations to
      the
      assignee, and thereupon Mortgagee shall be completely released from all
      liability with respect to such deposits and Mortgagor shall look solely to
      the
      assignee in reference thereto. The provisions of the preceding sentence shall
      apply to each and every assignment or transfer of such deposits to a new
      assignee.

     

    
      Mortgagee
        agrees not to exercise its rights under this Section provided that no Default
        has occurred and provided that Mortgagor has at all times fully, faithfully
        and
        timely complied with all of the provisions of Sections 2.5
        and 2.6
        of this
        Article. Nothing contained herein shall be deemed to extend the maturity
        date
        for the Loan established in the Note.


    

    
      
        
           

           

          
          

        

        
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    Section
      2.10 Maintenance
      and Alterations.

     

    (a) Mortgagor
      shall put, keep and maintain the Land, Improvements and Accessories, and the
      sidewalks, curbs and alleys adjoining or abutting the same in the same or better
      order, condition and repair as they were in on the date hereof, and Mortgagor
      shall make or cause to be made, as and when the same shall become necessary,
      all
      structural and non-structural repairs, whether exterior or interior, ordinary
      or
      extraordinary, foreseen or unforeseen in a good and workmanlike manner.
      Mortgagor shall not commit or suffer any waste or abandonment of the Land,
      the
      Improvements or Accessories, and shall not demolish or remove or permit the
      demolition or removal of the Improvements or Accessories, or any part thereof,
      without the prior consent of Mortgagee in each instance.

     

    (b) Mortgagor
      shall not make any alterations to all or any part of the Improvements or
      Accessories, or construct additions to all or any part of the Improvements
      or
      construct any new or additional buildings on the Property, without the prior
      consent of Mortgagee in each instance, and then only upon terms and conditions
      satisfactory to Mortgagee.

     

    Section
      2.11 Compliance
      with Laws.

     

    (a) Mortgagor
      shall promptly comply with, or cause to be complied with, all present and future
      laws, statutes, ordinances, rules, regulations and other requirements of all
      governmental authorities whatsoever having jurisdiction of or relating to all
      or
      any part of the Property and the sidewalks, curbs and alleys adjoining or
      abutting the Land, and the condition, repair, maintenance, use and occupation
      thereof if non-compliance therewith would result in imposition of any fine,
      penalty, lien or criminal liability on Mortgagor or the Property, or would
      result in commencement of proceedings for foreclosure or forfeiture of
      Mortgagor’s interest in the Property; and Mortgagor shall promptly make, or
      cause to be made, all changes, alterations and improvements to the Property
      necessary to comply with all such present and future laws, statutes, ordinances,
      rules, regulations and other requirements to the extent aforesaid. Mortgagor
      shall operate the Property in compliance with all applicable laws, statutes,
      ordinances, rules, regulations and other legal requirements. Mortgagor shall
      not
      initiate, support, assist or acquiesce in any change in the zoning
      classification of the Property or any part thereof, without the prior consent
      of
      Mortgagee.

     

     

    (b) Mortgagor
      shall promptly perform and observe, or cause to be performed and observed,
      all
      of the terms, covenants and conditions of all instruments of record affecting
      the Property, non-compliance with which may affect the security of this
      Mortgage, or shall impose any duty or obligation upon Mortgagor or any tenant
      or
      other occupant of the Property or any part thereof, and Mortgagor shall do
      or
      cause to be done all things necessary to preserve intact and unimpaired any
      and
      all easements, appurtenances and other interests and rights in favor, or of
      constituting any portion of, the Property.

    
      
        
           

           

          
          

        

        
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    (c) Notwithstanding
      anything to the contrary contained herein, Mortgagor shall not use or permit
      the
      use of the Property in any manner which would impair or adversely affect the
      value or utility of the Property or increase the risk of fire or other
      casualty.

     

    Section
      2.12 Leasing.

     

    (a) Mortgagor
      shall not, without Mortgagee’s prior approval in each instance, which approval
      shall not be unreasonably withheld or delayed: (i) enter into or change, amend
      or modify, in any manner whatsoever, any Lease, License or other agreement
      for
      the rental or occupancy of all or any portion of the Property (each a “Lease”);
      (ii) terminate or cancel, or accept a surrender or suffer or permit any
      cancellation, termination or surrender or suffer or permit any cancellation,
      termination or surrender of, any Lease, in any manner whatsoever or (iii)
      receive, collect or accept, or permit the receipt, collection or acceptance
      of,
      any prepayment of rent or other charges under any Lease for more than one month,
      except that Mortgagor may, at the time of the execution of any Lease, accept
      rent security deposits, which shall be held by Mortgagor in accordance with
      Subsection
      2.12(b)
      hereof.

     

    (b) Mortgagor
      shall at all times fully and promptly comply with, keep and perform all of
      the
      terms, covenants, provisions and conditions of any and all Leases on the part
      of
      the landlord thereunder to be complied with, kept and performed, and will not
      do
      or permit anything to be done which will constitute a breach of any of the
      terms, covenants, provisions and conditions of any of such Leases. Mortgagor
      shall enforce the performance and observance of each and every term, covenant,
      provision and condition of each and every Lease to be performed or observed
      on
      the part of the tenant thereunder. Mortgagor shall give prompt notice to
      Mortgagee of: (i) any notice received by Mortgagor of any default by the
      landlord or the lessee under any Lease; (ii) the commencement of any action
      or
      proceeding by any tenant or lessor the purpose of which shall be the
      cancellation of any Lease or a diminution or abatement of the rent payable
      thereunder; or (iii) the interposition by any tenant of any defense or
      counterclaim in any action or proceeding brought by Mortgagor against such
      tenant; and Mortgagor will cause a copy of any process, pleading or notice
      received or served by Mortgagor in reference to any such action, defense or
      claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust
      all
      security deposits and advance rent given on account of any Lease, and
      deposit such security in a bank or trust company and shall not mingle such
      funds
      with other funds. Mortgagor shall repay or apply such funds only in accordance
      with the provisions of the applicable Leases.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      2.13 Assignment
      of Rents.
      Mortgagor hereby absolutely and unconditionally assigns to Mortgagee all of
      Mortgagor’s right, title and interest in and to each Lease whether now existing
      or hereafter entered into, together with the room revenues, occupancy charges,
      issues and profits (“Rents”) of each such Lease as further security for the
      payment and performance of the Obligations, and Mortgagor grants to Mortgagee
      the right to enter the Property for the purpose of collecting the same and
      to
      let the Property, or any part thereof, and to apply said Rents after payment
      of
      all necessary charges and expenses, on account of the Obligations. This
      assignment and grant shall continue in effect until the Obligations are fully
      paid and performed. Mortgagee hereby waives the right to enter the Property
      for
      the purpose of collecting Rents, and Mortgagor shall be entitled to collect,
      receive and use said Rents until the occurrence of a Default under this
      Mortgage. Mortgagor shall, from time to time after request by Mortgagee,
      execute, acknowledge and deliver to Mortgagee, in form satisfactory to
      Mortgagee, separate assignments confirming the foregoing assignment. Mortgagee
      shall not be obligated to perform or discharge any obligation or duty to be
      performed or discharged by Mortgagor under any Lease or other agreement
      affecting all or any part of the Property, and Mortgagor hereby agrees to
      indemnify Mortgagee for and save it harmless from, any and all liability arising
      from any such Lease or other agreement or any assignments thereof, and no
      assignment of any such Lease or other agreement shall place the responsibility
      for the control, care, management or repair of all or any part of the Property
      upon Mortgagee, nor make Mortgagee liable for any negligence in the management,
      operation, upkeep, repair or control of all or any part of the Property
      resulting in injury, death or property damage. Mortgagee or the receiver shall
      be liable to account only for rents and profits actually received by Mortgagee
      or the receiver as the case may be.

     

    Section
      2.14 No
      Claims Against Mortgagee.

     

    (a) Nothing
      contained in this Mortgage shall constitute any consent or request by Mortgagee,
      express or implied, for the performance of any labor or services or the
      furnishing of any materials or other property in respect of the Property or
      any
      part thereof, or be construed to permit the making of any claim against
      Mortgagee in respect of labor or services or the furnishing of any materials
      or
      other property or any claim that any lien based on the performance of such
      labor
      or services or the furnishing of any such materials or other property is prior
      to the lien of this Mortgage.

     

    (b) If
      Mortgagor shall request Mortgagee’s approval or consent to any matter and
      Mortgagee shall fail or refuse to give such consent or approval, Mortgagor
      shall
      not be entitled to any damages for any withholding or delay of such approval
      or
      consent by Mortgagee, it being intended that Mortgagor’s sole remedy shall be an
      action for injunction or specific performance and that such remedy shall be
      available only in those cases where Mortgagee shall have expressly agreed in
      writing not to unreasonably withhold its consent or approval or where as a
      matter of law Mortgagee may not unreasonably withhold its consent or
      approval.

    


    
      
        
           

           

          
          

        

        
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    Section
      2.15 Mortgagee’s
      Right to Perform Mortgagor’s Covenants.

     

    (a) If
      Mortgagor shall fail to fully and promptly pay, perform or observe any of the
      Obligations prior to the expiration of any applicable grace period, then, in
      any
      such event, Mortgagee may, at its option, but without any obligation to do
      so,
      and without waiving or releasing Mortgagor from any of the Obligations, pay
      any
      Obligation or cost or perform any Obligation or act or take such action as
      Mortgagee deems necessary or desirable in order to cause such Obligation to
      be
      paid, performed or observed, as the case may be. Mortgagor hereby expressly
      grants to Mortgagee, and agrees that Mortgagee shall have, the absolute and
      immediate right to enter in and upon the Property or any part thereof to such
      extent and as often as Mortgagee, in its sole discretion, deems necessary or
      desirable for such purpose. Mortgagee may pay and expend such sums of money
      as
      Mortgagee, in its sole discretion, deems necessary or desirable for any such
      purpose, and Mortgagor hereby agrees to pay to Mortgagee, on demand, all such
      sums so paid or expended by Mortgagee, together with interest thereon from
      the
      date of each such payment or expenditure at the Default Rate established in
      the
      Note (hereinafter, the “Default Rate”). Any interest which has been paid by
      Mortgagor to Mortgagee pursuant to this Section 2.15
      in
      excess of the maximum interest rate permitted by law shall be deemed payment
      in
      reduction of the principal amount of the Obligations. All sums paid or expended
      by Mortgagee pursuant to this Section
      2.15,
      and the
      interest thereon, shall be added to and included in the Obligations and shall
      be
      secured by the lien of this Mortgage.

     

    (b) Mortgagor
      hereby irrevocably appoints Mortgagee its true and lawful attorney-in-fact
      in
      its name or otherwise, to do any and all acts and to execute any and all
      documents which may be reasonably necessary or, in the opinion of Mortgagee,
      desirable to preserve any rights of Mortgagor in, to or under the Leases or
      to
      effectuate any rights of Mortgagee under this Section
      2.15
      or
      contained elsewhere in this Mortgage. The foregoing power of attorney is coupled
      with an interest.

     

    Section
      2.16 Certificates
      of Mortgagor.
      Mortgagor, upon request of Mortgagee, shall certify to Mortgagee or to any
      proposed assignee of this Mortgage, by an instrument in form satisfactory to
      Mortgagee, duly acknowledged, the amount then owing on the obligations, the
      date
      to which any interest thereon has been paid, and whether any offsets or defenses
      exist against payment thereof or performance of any Obligation, within five
      (5)
      days if the request is personally delivered, or within seven (7) days if the
      request is made by mail. Mortgagee and any proposed assignee of this Mortgage
      shall have the right to rely on such certification.

     

    


    
      
        
           

          
          

        

        
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    Section
      2.17 Inspection
      and Financial Reports.
      Mortgagee and its authorized agents and employees shall have the right, at
      Mortgagee’s option, to enter into the Property at all reasonable times for the
      purpose of inspecting the same. Mortgagor will furnish to Mortgagee, within
      thirty (30) days after a request therefor, a detailed statement in writing,
      covering the period of time specified in such request, showing all income
      derived from the operation of the Property, and all disbursements made in
      connection therewith, and containing a list of the names of all tenants and
      occupants of the Property, the portion or portions of the Property occupied
      by
      each such tenant and occupant, the rent and other charges payable under the
      terms of their leases or other agreements and the period covered by such leases
      or other agreements.

     

    Section
      2.18 Accounting
      and Other Information.
      Mortgagor will keep books and records of account in accordance with generally
      accepted accounting principles, in which full, true and correct entries shall
      be
      made of all dealings and transactions relative to Mortgagor and the Property.
      Said books and records of account shall be made available to Mortgagee, at
      an
      office of Mortgagor and shall be open to the inspection of Mortgagee and its
      accountants and its other duly authorized representatives at regular business
      hours. Mortgagor further covenants that it will, within a reasonable time after
      any request by Mortgagee, furnish or cause to be furnished to Mortgagee such
      other information with respect to Mortgagor or the Property as Mortgagee may
      from time to time reasonably request.

     

    Section
      2.19 Assignment.
      This
      Mortgage is assignable by Mortgagee without notice to Mortgagor, and any
      assignment of the same by Mortgagee shall operate to vest in such assignee
      the
      same right, title and interest as was vested in Mortgagee and all rights and
      powers herein conferred, and to release mortgagee from any further obligation
      or
      liability hereunder.

     

    Section
      2.20 Due
      on
      Sale.

     

    (a) To
      the
      extent permitted by law, the Property shall not be sold, transferred or
      conveyed, in whole or in part, whether voluntarily or involuntarily, by
      operation of law or otherwise, nor shall Mortgagor lease the entire premises,
      without, in each instance, the prior written consent of Mortgagee. No mortgage,
      deed of trust, lien or other encumbrance shall be made or filed against or
      with
      respect to the Property, without the prior written consent of Mortgagee, except
      for new advances to Mortgagor in connection with a loan in the combined amount
      of up to Twenty Five Million ($25,000,000) Dollars to Standford International
      Bank and Resorts Funding Group, LLC both of whom are current stockholders and
      investors of Mortgagor; provided, however, that any such loan to Standford
      International Bank and Resorts Funding Group, LLC shall be subordinate to the
      Loan and Standford International Bank and Resorts Funding Group, LLC shall
      execute a Subordination Agreement in form and with content satisfactory to
      Mortgagee, in the form attached hereto as Exhibit D. No conditional bill of
      sale
      or chattel mortgage shall be made or filed against any Accessories without
      the
      prior written consent of Mortgagee. If any such conditional bill of sale or
      chattel mortgage is made or filed with or without Mortgagee’s prior written
      consent, then after the occurrence of a Default all right, title and interest
      of
      Mortgagor in and to all deposits and payments made thereon are hereby assigned
      to Mortgagee.

    


    
      
        
           

           

          
          

        

        
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    (b) If
      Mortgagor enters into an installment sale contract or sells, conveys, alienates,
      assigns, mortgages or transfers the Property, or any part thereof or interest
      therein in any manner, except the Permitted Transfer (as defined below), or
      leases all or substantially all of the Property or the Improvements, whether
      voluntary or involuntary, or by operation of law or otherwise, then Mortgagee
      shall have the right, at its option, at any time thereafter to declare the
      Obligations immediately due and payable. No waiver of this right shall be
      effective, nor shall any delay in the exercise thereof operate as a waiver
      thereof, unless Mortgagee shall have executed and delivered to Mortgagor a
      written waiver of such right.

     

    (c) Any
      sale,
      assignment, lease, transfer, pledge, or other disposition, whether voluntary
      or
      involuntary, by operation of law or otherwise, of any partnership, membership
      or
      other ownership interest or shares of stock in Mortgagor, shall be deemed to
      be
      a transfer of the Property for the purposes of this Section; provided, however,
      that upon reasonable notice to Mortgagee, American Leisure Holdings, Inc. shall
      be permitted to transfer shares of capital stock to a public company to be
      listed on the Alternative Investment Market in London, England (“Permitted
      Transfer”).

     

    (d) On
      the
      terms and subject to the conditions set forth in this Subsection, within twenty
      (20) days after (i) receipt by Mortgagee of Mortgagor’s written request and (ii)
      Mortgagor’s compliance with the terms and subject to the conditions set forth in
      this Subsection, portions of the Property (including but not limited to proceeds
      of any sale permitted under this Subsection and any other Collateral with
      respect to the Property encumbered by any other Loan Document) shall be released
      from the lien of this Mortgage (and UCC-3 partial release statements with
      respect to such released portion shall be delivered and upon the release of
      the
      TDS Remainder Parcel a release or termination of any construction easements
      effecting such parcel):

     

    (i) As
      of the
      time of Mortgagor’s request and at the time of such transfer, no Default has
      occurred hereunder and remains uncured (nothing herein being deemed to extend
      any cure period established herein), and no event has occurred that would
      constitute a Default with the giving of notice, the passage of time or
      both;

     

    (ii) The
      release is to occur prior to the Maturity Date;

     

    (iii) With
      respect to each portion of the Property to be released, Mortgagor has obtained
      all subdivision and other consents, permits and approvals necessary to lawfully
      release or convey such portion;

     

    
      (iv) After
        giving effect to such release and conveyance, the remainder of the Property
        will
        continue to have adequate ingress and egress, and adequate capacity for all
        utilities necessary for development shall be available at the boundary
        thereof;

    

    


    
      
        
           

           

          
          

        

        
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    (v) The
      instrument to effect such release and conveyance shall be prepared and recorded
      at no cost to Mortgagee;

     

    (vi) In
      Mortgagee’s reasonable discretion, the loan-to-value ratio based on the “as
      improved” disposition value of the remaining Property as determined pursuant to
      Section 2(j) of the Loan Agreement shall not be less than sixty percent
      (60%);

     

    (vii) Simultaneous
      with the delivery of such release, Mortgagor shall pay to Mortgagee release
      consideration (“Release Price”) equal to $55,000 for each townhouse or
      condominium unit to be released from the Mortgaged Property (each a “Sale Unit”)
      when such Sale Unit is transferred or sold to an affiliate of Borrower
      (“Affiliate”) or in connection with Borrower obtaining construction financing.
      In the event a Sale Unit is not transferred or sold to an Affiliate or in
      connection with Borrower obtaining construction financing, the Release Price
      for
      such Sale Unit shall be equal
      to
      the greater of: (i) eighty (80%) percent of the net sale price of the Sale
      Unit [subject to reasonable and customary closing adjustments and sales
      commissions (to be approved by Mortgagee in Mortgagee’s commercially reasonable
      discretion)]; (ii) seventy-five (75%) percent of the gross sale price of the
      Sale Unit or (iii) the minimum release amount agreed to by Mortgagee prior
      to
      closing. The
      such
      Release Price shall be applied, upon payment and receipt thereof, in reduction
      of the outstanding principal amount of the Obligations;

     

    (viii) Simultaneous
      with delivery of the Release Price, Mortgagor shall deliver an update
      endorsement to the policy of title insurance delivered at the closing of the
      Loan, confirming no change to the Property other than the release of the
      parcel(s); 

     

    (ix) With
      respect to the release of each Sale Unit, (a) evidence that such Sale Unit
      shall
      be transferred to an Affiliate or sold in connection with Borrower obtaining
      construction financing, (b) an assignment of the proceeds of the sale of such
      Sale Unit (in an amount not less than (1) $55,000 for each Sale Unit if such
      Sale Unit is transferred or sold to an Affiliate or in connection with Borrower
      obtaining construction financing, or (2) the Release Price described in
      subsection (vii) above if such Sale Unit is not transferred or sold to an
      Affiliate or in connection with Borrower obtaining construction financing)
      after
      the payment of the first mortgage on such Sale Unit, and (c) a pledge of the
      ownership interest in the Affiliate, subject to any assignment to the first
      mortgagee, each in form and with substance satisfactory to Mortgagee in its
      reasonable discretion. Notwithstanding
      the foregoing, nothing contained herein shall be deemed to grant Mortgagee
      any
      rights in the real property which has been released hereto; and

     

    


    
      
        
           

           

          
          

        

        
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    (x) Unless
      the Property is sold in its entirety, simultaneous with delivery of such
      release, Mortgagor shall deliver an update endorsement to the policies of title
      insurance delivered at closing of the Loan confirming no change other than
      the
      release of such portion of the Property and the release of any other portions
      previously released pursuant to this Subsection
      2.20(d).

     

    ARTICLE
      III.

    RESPECTING
      DEFAULTS AND REMEDIES OF MORTGAGEE

     

    Section
      3.1 Default.
      The
      term “default,” and the term “Event of Default,” as used herein, shall mean the
      occurrence of any one or more of the following events, subject to any applicable
      notice and cure periods:

     

    (a) a
      default
      in the payment of any installment of principal or interest under the Note;
      or

     

    (b) a
      default
      in the payment of any other sum under the Note; or

     

    (c) a
      default
      in the payment of any other sum when due hereunder or under any other Loan
      Document; or

     

    (d) default
      in the payment of any of the Impositions, any Assessment, or

     

    (e) default
      in keeping in force the insurance which Mortgagor is required to maintain under
      Section 2.6
      hereof
      or in delivering or assigning the insurance policies or renewals or certificates
      thereof, or in reimbursing Mortgagee for premiums paid by it on such insurance;
      or

     

    (f) upon
      the
      actual or threatened waste, removal, alteration or demolition of any part of
      the
      Property; or

     

    (g) default
      in complying with Mortgagor’s obligations under Section 2.12
      hereof
      or upon the assignment by Mortgagor of any Lease or of the whole or any part
      of
      the rents, income or profits arising from the Property without the prior written
      consent of Mortgagee, other than as permitted in the Loan Documents;
      or

     

    (h) if
      Mortgagor or any guarantor of all or part of the Obligations becomes insolvent;
      or

     

    (i) if
      Mortgagor or any guarantor generally does not pay its debts as they become
      due;
      or

     

    (j) if
      Mortgagor or any guarantor makes an assignment for the benefit of creditors;
      or

    
      
        
           

           

          
          

        

        
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    (k) if
      Mortgagor or any guarantor calls or causes to be called a meeting of creditors
      for the composition of debts; or

     

    (l) if
      there
      shall be filed by or with the consent or authorization of Mortgagor a petition
      in bankruptcy for liquidation or for reorganization, or a custodian, receiver
      or
      agent is appointed or authorized to take charge of its properties, or Mortgagor
      authorizes any such action; or

     

    (m) if
      there
      shall be filed against Mortgagor or any guarantor a petition in bankruptcy,
      for
      liquidation, or for reorganization, or a custodian, receiver, or agent is
      appointed or authorized to take charge of its properties and Mortgagor or such
      guarantor, as the case may be, has not consented to or authorized such action
      and such action is not dismissed within sixty (60) days; or

     

    (n) the
      date
      of taking of a condemnation if there is an exercise of the right of condemnation
      or eminent domain in respect of all or a substantial part of the Property;
      or

     

    (o) upon
      Mortgagor directly or indirectly creating, suffering or permitting to be created
      or to stand against the Property or any portion thereof or against the rents,
      issues and profits therefrom, any other lien, charge, mortgage, deed of trust
      or
      other encumbrance, without in each instance obtaining Mortgagee’s prior written
      consent thereto; or

     

    (p) upon
      the
      filing of a lien by the United States so as to affect all or any part of the
      Property and such lien not being discharged (by bond or otherwise) within thirty
      (30) days of the filing thereof; or

     

    (q) upon
      the
      merger, consolidation, liquidation or dissolution or sale or lease or transfer
      of all or substantially all of the assets of Mortgagor or the filing of any
      notice of intention to do so; or

     

    (r) upon
      Mortgagor entering into an installment sales contract or selling, conveying,
      transferring, mortgaging, leasing or otherwise alienating or encumbering the
      Property or any portion thereof or any interest therein in any manner, other
      than as permitted in the Loan Documents, whether voluntary or involuntary or
      by
      operation of law or otherwise, without the prior written consent of Mortgagee,
      or upon the title or equity of redemption in the Property being acquired, in
      whole or in part, by voluntary or involuntary transfer, grant or assignment
      by
      any person, firm, corporation or entity other than Mortgagor or Mortgagee;
      or

     

    
      (s) if
        any
        representation or warranty of the Mortgager set forth in this Mortgage or
        in any
        other Loan Document or in any other writing given to Mortgagee in connection
        with the Obligations shall have been incorrect in any material respect as
        of the
        time when the same shall have been made; or

    

    


    
      
        
           

          
          

        

        
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    (t) default
      in the performance of Mortgagor’s obligations under Section 2.16
      hereof;
      or

     

    (u) upon
      the
      closing of, or the altering of the grade of, any street on or adjoining the
      Land
      if such closing or alteration materially affects access to the Property or
      any
      part thereof; or

     

    (v) upon
      the
      occurrence of a breach, default or an Event of Default under the Loan Documents,
      subject to applicable notice and cure periods; or

     

    (w) upon
      the
      failure of Mortgagor to comply with, satisfy or perform or observe any other
      term, covenant, condition or agreement of such party contained in the Note
      or
      any other Loan Document provided therefor in such document; or

     

    (x) upon
      the
      failure of Mortgagor to comply with, satisfy, perform or observe any other
      term,
      covenant, condition or agreement of Mortgagor herein; or

     

    (y) Except
      as
      otherwise expressly permitted herein or under the Loan and Security Agreement,
      any transfer of any ownership interest in Mortgagor occurs in violation of
      Subsection
      2.20(c)
      hereof;
      or

     

    (z) any
      material breach or acceleration or commencement of proceedings (whether
      non-judicial, judicial, public or private) to foreclose any lien upon the
      Collateral or any other collateral pledged by Mortgagor, whether or not such
      liens are permitted hereunder or prior or subordinate to the lien of this
      Mortgage; or

     

    (aa) Mortgagor
      shall at any time deliver or cause to be delivered to Mortgagee a notice
      electing to limit the indebtedness secured by this Mortgage.

     

    Notwithstanding
      anything contained herein to the contrary, (i) Mortgagor shall have a ten (10)
      calendar day grace period with respect to any payments referenced in subsections
      (b) and (c) of Section 3.1 above, and (ii) Mortgagor shall be provided with
      written notice from Mortgagee and a thirty (30) calendar day grace period to
      diligently cure same with respect to the occurrence of any event described
      in
      subsections (h), (i), (k), (s), (t), (w) and (x) of Section 3.1 above; provided,
      however, that the giving of such notice and/or grace period shall not have
      a
      material adverse effect on the Mortgagee, the Collateral, the Property and/or
      Mortgagee’s lien on the Property, as determined by Mortgagee in its reasonable
      discretion. 

     

    All
      notices and cure periods described herein shall not be
      applicable to any event which with the giving of notice, the passage of time
      or
      both would constitute an Event of Default, if such event has occurred as of
      the
      date on which Mortgagee commences a nonjudicial foreclosure proceeding with
      respect to another Event or Events of Default. Such event shall constitute
      an
      independent Event of Default hereunder.

    
      
        
           

           

          
          

        

        
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    Upon
      the
      occurrence of an Event of Default, at the option of Mortgagee, the Indebtedness
      shall become immediately due and payable without notice to Mortgagor and
      Mortgagee shall be entitled to all of the rights and remedies provided herein,
      in the Loan Documents or at law or in equity. Each and every remedy of Mortgagee
      whatsoever is distinct and cumulative to all other rights or remedies hereunder,
      under the Loan Documents or afforded by law or equity, and may be exercised
      concurrently, independently, or successively, in any order
      whatsoever.

     

    Section
      3.2 Remedies
      Upon Default.

     

    (a) Surrender
      Possession.
      Upon
      the occurrence of an Event of Default, Mortgagor, upon demand of Mortgagee,
      shall forthwith surrender to Mortgagee the actual possession of the Property,
      or
      to the extent permitted by law, Mortgagee or a receiver appointed by a court
      of
      competent jurisdiction, may enter and take possession of all or any part of
      the
      Property, and may exclude Mortgagor and its agents and employees wholly
      therefrom, and may have joint access with Mortgagor to the books, papers and
      accounts of Mortgagor. If Mortgagor shall for any reason fail to surrender
      or
      deliver the Property or any part thereof after such demand by Mortgagee,
      Mortgagee or such receiver may obtain a judgment or decree conferring on
      Mortgagee or such receiver, the right to immediate possession of the Property
      or
      requiring the delivery of the Property to Mortgagee or such receiver, and
      Mortgagor specifically consents to the entry of such judgment or decree. Upon
      every such entering upon or taking of possession, Mortgagee or such receiver
      may
      hold, store, use, operate, manage and control the Property and conduct the
      business thereof, and Mortgagee or such receiver may take any action required
      by
      applicable law or which Mortgagee or such receiver believes necessary to enforce
      compliance with the environmental provisions contained herein or in the other
      Loan Documents, and negotiate with governmental authorities with respect to
      the
      Property’s environmental compliance and remedial measures in connection
      therewith. Mortgagee and such receiver and their representatives shall have
      no
      liability for any loss, damage, injury, cost or expense resulting from any
      action or omission which was taken or omitted in good faith.

     

    (b) Pursue
      Remedies.
      When
      the Indebtedness or any part thereof shall become due, whether by acceleration
      or otherwise, Mortgagee may, either with or without entry or taking possession
      as herein provided or otherwise, proceed by suit or suits at law or in equity
      or
      by any other appropriate proceeding or remedy to: (i) enforce payment of the
      Note or the performance of any term, covenant, condition or agreement of
      Mortgagor under any of the Loan Documents; (ii) foreclose the lien hereof for
      the Indebtedness
      or part thereof by power of sale, commencement of action or otherwise, as more
      particularly described below or otherwise and sell the Property as an entirety
      or otherwise, as Mortgagee may determine; (iii) exercise its rights under
Subsection
      (o)
      of this
      Section with respect to all or any portion of the Accessories in accordance
      with
      the provisions of the UCC; and/or (iv) pursue any other right or remedy
      available to it under or by the law and decisions of the State in which the
      Land
      is located. Notwithstanding any statute or rule of law to the contrary, the
      failure to join any tenant or tenants of the Property as party defendant or
      defendants in any foreclosure action or the failure of any such order or
      judgment to foreclose their rights shall not be asserted by Mortgagor as a
      defense in any civil action instituted to collect (v) the Indebtedness, or
      any
      part thereof, or (vi) any deficiency remaining unpaid after foreclosure and
      sale
      of the Property.

     

    


    
      
        
           

           

          
          

        

        
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    (c) Mortgagee’s
      Sale.
      Should
      Mortgagee elect to foreclose by exercise of the power of sale contained herein,
      Mortgagee shall cause to be recorded and delivered to Mortgagor such notice
      of
      default as may then be required by law and by this Mortgage. Mortgagee shall,
      without demand on Mortgagor, after lapse of such time as may then be required
      by
      law and after recordation of such notice of default and after notice of sale
      has
      been given as required by law, sell the Property at the time and place of sale
      fixed by it in said notice of sale, either as a whole or in separate lots or
      parcels or items as Mortgagee shall deem expedient, and in such order as it
      may
      determine, at public auction to the highest bidder for cash in lawful money
      of
      the United States payable at the time of sale. Mortgagee shall deliver to the
      purchaser or purchasers at such sale its good and sufficient deed or deeds
      conveying the property so sold, but without any covenant or warranty, express
      or
      implied. The recitals in such deed of any matters or facts shall be conclusive
      proof of the truthfulness thereof. Any person, including, without limitation,
      Mortgagor or Mortgagee, may purchase at such sale, and Mortgagor hereby
      covenants to warrant and defend the title of such purchaser or
      purchasers.

     

    Mortgagee
      may postpone the sale of all or any portion of the Property from time to time
      in
      accordance with the laws of the State in which the Land is located.

     

    To
      the
      fullest extent allowed by law, Mortgagor hereby expressly waives any right
      which
      it may have to direct the order in which any of the Property shall be sold
      in
      the event of any sale or sales pursuant to this Mortgage.

     

    Upon
      any
      foreclosure sale, Mortgagee may bid for and purchase the Property and shall
      be
      entitled to apply all or any part to the Indebtedness as a credit to the
      purchase price.

     

    Mortgagee
      may from time to time rescind any notice of default or
      notice of sale before any Mortgagee’s sale as provided above in accordance with
      the laws of the State in which the Land is located. The exercise by Mortgagee
      of
      such right of rescission shall not constitute a waiver of any breach or default
      then existing or subsequently occurring,or
      impair
      the right of Mortgagee to execute and deliver to Mortgagee, as above provided,
      other declarations or notices of default to satisfy the obligations of this
      Mortgage, or otherwise affect any provision, covenant or condition of any Loan
      Document or any of the rights, obligations or remedies of Mortgagee hereunder
      or
      thereunder.

    


    
      
        
           

           

          
          

        

        
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    (d) Rights
      and Remedies Cumulative.
      Mortgagee shall have all powers, rights and remedies under applicable law
      whether or not specifically or generally granted or described in this Mortgage.
      Nothing contained herein shall be construed to impair or to restrict such
      powers, rights and remedies or to preclude any procedures or process otherwise
      available to mortgagees under mortgages in the State in which the Land is
      located. Mortgagee shall be entitled to enforce the payment and performance
      of
      the Indebtedness or the Obligations and to exercise all rights and powers under
      this Mortgage or under any other Loan Document or other agreement of any laws
      now or hereafter in force, notwithstanding the fact that some or all of the
      Indebtedness and the Obligations may now or hereafter be otherwise secured,
      whether by Mortgage, mortgage, pledge, lien, assignment or otherwise. Neither
      the acceptance of this Mortgage nor its enforcement, whether by court action
      or
      pursuant to the power of sale or other powers contained herein, shall prejudice
      or in any manner affect Mortgagee’s right to realize upon or enforce any other
      rights or security now or hereafter held by Mortgagee. Mortgagee shall be
      entitled to enforce this Mortgage and any other rights or security now or
      hereafter held by Mortgagee in such order and manner as Mortgagee may in its
      absolute discretion determine. No remedy herein conferred upon or reserved
      to
      Mortgagee is intended to be exclusive of any other remedy contained herein
      or by
      law provided or permitted, but each shall to the extent permitted by law be
      cumulative and in addition to every other remedy given hereunder or now or
      hereafter existing at law or in equity. Every power or remedy given by any
      of
      the Loan Documents to Mortgagee may be exercised, concurrently or independently,
      from time to time and as often as may be deemed expedient by Mortgagee, and
      Mortgagee may pursue inconsistent remedies. By exercising or by failing to
      exercise any right, option or election hereunder, Mortgagee shall not be deemed
      to have waived any provision hereof or to have released Mortgagor from any
      of
      the obligations secured hereby unless such waiver or release is in writing
      and
      signed by Mortgagee.

     

    (e) If
      an
      Event of Default is continuing or if Mortgagee shall have accelerated the
      Indebtedness, Mortgagee, upon application to a court of competent jurisdiction,
      shall be entitled as a matter of strict right, without notice, and without
      regard to the occupancy or value of any security for the Indebtedness or the
      insolvency of any party bound for its payment, to the appointment, at its
      option, of itself as mortgagee in possession, or of a receiver to take
      possession of and to operate the Property, and to collect and apply the
      Rents.

     

    (f) Expenditures
      and Expenses.
      In any
      action to foreclose the lien hereof or otherwise enforce Mortgagee’s rights and
      remedies hereunder, there shall be allowed and included as additional
      Indebtedness all Costs (as defined in the Loan Agreement) which may be paid
      or
      incurred by or on behalf of Mortgagee. All Costs and such other costs, expenses
      and fees as may be incurred by Mortgagee in the protection of the Property
      and
      the maintenance of the lien of this Mortgage, including, attorneys’ fees,
      expenses and costs in any litigation or proceeding affecting this Mortgage,
      the
      Note, the other Loan Documents, the Property or the Accessories, including
      probate, appellate, and bankruptcy proceedings, any post-judgment proceedings
      to
      collect or enforce any judgment or order relating to this Mortgage or the other
      Loan Documents, to obtain any court order or the appointment of a receiver
      to
      enforce Mortgagee’s rights or in preparation for the commencement or defense of
      any action or proceeding, shall be immediately due and payable to Mortgagee,
      with interest thereon at the Default Rate, and shall be secured by this
      Mortgage. This provision is separate and several and shall survive the merger
      of
      this provision into any judgment.

    


    
      
        
           

           

          
          

        

        
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    (g) From
      time
      to time upon written request of Mortgagee and presentation of this Mortgage
      for
      endorsement and without affecting the personal liability of any person for
      payment of the Indebtedness or performance of the Obligations, Mortgagee may,
      without liability therefor and without notice: reconvey all or any part of
      the
      Property; consent to the making of any map or plat thereof; join in granting
      any
      easement thereon; join in any declaration of covenants and restrictions; or
      join
      in any extension agreement or any agreement subordinating the lien or charge
      hereof. Mortgagee may from time to time apply in any court of competent
      jurisdiction for aid and direction in the enforcement of the rights and remedies
      available hereunder, and Mortgagee or Mortgagee may obtain orders or decrees
      directing or confirming or approving acts in the enforcement of such remedies.
      Mortgagee has no obligation to notify any party of any pending sale or any
      action or proceeding unless held or commenced and maintained by Mortgagee under
      this Mortgage. Mortgagor shall pay to Mortgagee reasonable compensation and
      reimbursement for services and expenses in the enforcement of the security
      created hereunder, including reasonable attorneys’ fees. Mortgagor shall
      indemnify Mortgagee against all losses, claims, demands and liabilities which
      Mortgagee may incur, suffer or sustain in the execution of the security created
      hereunder or in the performance of any act required or permitted hereunder
      or by
      law.

     

    (h) In
      addition to the rights and powers of sale granted under the preceding provisions
      of this Subsection, if default is made in the payment of any installment of
      the
      Obligation, Mortgagee may at once or at any time thereafter while any matured
      installment remains unpaid, without declaring the entire Obligation to be due
      and payable, orally or in writing enforce this Mortgage and sell the Property
      subject to such unmatured indebtedness and to the rights, powers, liens,
      security interests and assignments securing or providing recourse for payment
      of
      such unmatured indebtedness, in the same manner, all as provided in the
      preceding provisions of this Subsection. Sales made without maturing the
      Obligation may be made hereunder whenever there is a default in the payment
      of
      any installment of the Obligation, without exhausting the power of sale granted
      hereby, and without affecting in any way the power of sale granted under this
      Subsection, the unmatured balance of the Obligation or the rights, powers,
      liens, security interests and assignments securing or providing recourse for
      payment of the Obligation.

     

    


    
      
        
           

           

          
          

        

        
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    (i) Sale
      of a
      part of the Property shall not exhaust the power of sale, but sales may be
      made
      from time to time until the Obligation is paid and performed in full. It is
      intended by each of the foregoing provisions of this Subsection that Mortgagee
      may sell not only the Land and the Improvements, but also the Accessories and
      other interests constituting a part of the Property or any part thereof, along
      with the Land and the Improvements or any part thereof, as a unit and as a
      part
      of a single sale, or may sell any part of the Property separately from the
      remainder of the Property. It shall not be necessary to have present or to
      exhibit at any sale any of the Property.

     

    (j) It
      is
      agreed that, in any deeds, assignments or other conveyances given by Mortgagee,
      any and all statements of fact or other recitals therein made as to the
      occurrence or existence of any default, or as to the acceleration of the
      maturity of the Obligation, or as to the request to sell, notice of sale, time,
      place, terms and manner of sale, and receipt, distribution and application
      of
      the money realized therefrom, and, without being limited by the foregoing,
      as to
      any other act or thing having been duly done by or on behalf of Mortgagee shall
      be taken by all courts of law and equity as prima facie evidence that the said
      statements or recitals state facts and are without further question to be so
      accepted, and Mortgagor does hereby ratify and confirm any and all acts that
      Mortgagee may lawfully do in the premises by virtue hereof.

     

    (k) Mortgagee
      may proceed by suit or suits, at law or in equity, to enforce the payment and
      performance of the Obligation in accordance with the terms hereof and of the
      Loan Documents, to foreclose the liens and security interests of this Mortgage
      as against all or any part of the Property, and to have all or any part of
      the
      Property sold under the judgment or decree of a court of competent
      jurisdiction.

     

    (l) Mortgagee
      may require Mortgagor to assemble the Accessories or any part thereof, and
      make
      them available to Mortgagee at a place to be designated by Mortgagee which
      is
      reasonably convenient to Mortgagor and Mortgagee.

     

    (m) After
      notification, if any, hereafter provided in this Subsection, Mortgagee may
      sell,
      lease or otherwise dispose of, at the office of Mortgagee or on the Land or
      elsewhere, as chosen by Mortgagee, all or any part of the Accessories, in their
      then condition, or following any commercially reasonable preparation or
      processing, and each Sale (as used in this Subsection, the term “Sale” means any
      sale, lease, or other disposition made pursuant to this Subsection) may be
      as a
      unit or in parcels, by public or private proceedings, and by way of one or
      more
      contracts, and, at any Sale it shall not be necessary
      to exhibit the Accessories or part thereof being sold. The Sale of any part
      of
      the Accessories shall not exhaust Mortgagee’s power of sale, but Sales may be
      made from time to time until the Obligation is paid and performed in full.
      Reasonable notification of the time and place of any public Sale pursuant to
      this Subsection, or reasonable notification of the time after which any private
      Sale is to be made pursuant to this Subsection, shall be sent to Mortgagor
      and
      to any other person entitled under the Uniform Commercial Code in the
      jurisdiction in which the Property is located (the “Code”) to notice; provided
      that if the Accessories or part thereof being sold are perishable, or threaten
      to decline rapidly in value, or are of a type customarily sold on a recognized
      market, Mortgagee may sell, lease or otherwise dispose of the Accessories,
      or
      part thereof, without notification, advertisement or other notice of any kind.
      It is agreed that notice sent or given not less than five (5) calendar days
      prior to the taking of the action to which the notice relates, is reasonable
      notification and notice for the purposes of this Subsection.

    


    
      
        
           

          
          

        

        
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    (n) Mortgagee
      may retain the Accessories in satisfaction of the Obligation whenever the
      circumstances are such that Mortgagee is entitled to do so under the
      Code.

     

    (o) Mortgagee
      may buy the Accessories or any part thereof at any private sale, if the
      Accessories or part thereof being sold are a type customarily sold in a
      recognized market or a type subject to widely distributed standard price
      quotations.

     

    (p) If
      any
      payment under this Mortgage shall not be received by Mortgagee when due, a
      late
      charge of ten cents for each dollar of such payment shall become due to
      Mortgagee. Such charge shall be payable with the payment next due and shall
      be
      added to the Obligations and be secured by this Mortgage.

     

    (q) Mortgagee
      shall have and may exercise any and all other rights and remedies which
      Mortgagee may have at law or in equity, or by virtue of any Loan Document,
      or
      under the Code, or otherwise.

     

    (r) Confession
      of Judgment in Ejectment.
      To the
      extent permissible under Florida law, at any time after an Event of Default,
      regardless of whether Mortgagee has asserted any other right or exercised any
      other remedy under this Mortgage or any of the other Loan Documents, it shall
      be
      lawful for any attorney of any court to confess judgment in ejectment against
      Mortgagor and all persons claiming under Mortgagor for the recovery by Mortgagee
      of possession of all or any part of the Property, for which this Mortgage shall
      be sufficient warrant. If for any reason after such action shall have commenced
      the same shall be discontinued and the possession of the Property shall remain
      in or be restored to Mortgagor, Mortgagee shall have the right upon subsequent
      default or defaults to bring one or more action or actions as hereinabove set
      forth to recover possession of all or any part of the Property.

     

    Section
      3.3 Mortgagee
      as Purchaser.
      If
      Mortgagee is the purchaser of the Property or any part thereof, at any sale
      thereof, whether such sale be under the power of sale hereinabove vested in
      Mortgagee or upon any other foreclosure of the liens and security interests
      hereof, or otherwise, Mortgagee shall, upon any such purchase, acquire good
      title to the Property so purchased, free of the liens and security interests
      hereof, unless the sale was made subject to an unmatured portion of the
      Obligation and Mortgagee elects that no merger occur.

    


    
      
        
           

           

          
          

        

        
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    Section
      3.4 Other
      Rights of Mortgagee.
      Should
      any part of the Property come into the possession of Mortgagee, whether before
      or after default, Mortgagee may use or operate the Property for the purpose
      of
      preserving it or its value, pursuant to the order of a court of appropriate
      jurisdiction or in accordance with any other rights held by Mortgagee in respect
      of the Property. Mortgagor covenants promptly to reimburse and pay to Mortgagee
      on demand, at the place where the Obligation is payable, the amount of all
      reasonable expenses (including the cost of any insurance, taxes or other
      charges) incurred by Mortgagee in connection with Mortgagee’s custody,
      preservation, use or operation of the Property, together with interest thereon
      from the date incurred by Mortgagee at the rate provided in the Note for
      past-due principal, and all such expenses, costs, taxes, interest and other
      charges shall be and become a part of the Obligation. It is agreed, however,
      that the risk of loss or damage to the Property is on Mortgagor, and Mortgagee
      shall have no liability whatsoever for decline in value of the Property, for
      failure to obtain or maintain insurance, or for failure to determine whether
      insurance in force is adequate as to amount or as to the risks
      insured.

     

    Section
      3.5 Possession
      After Foreclosure.
      If the
      liens or security interests hereof shall be foreclosed by power of Mortgagee’s
      sale, by judicial action or otherwise, the purchaser at any such sale shall
      receive, as an incident to Mortgagee’s ownership, immediate possession of the
      property purchased, and if Mortgagor or Mortgagor’s successors shall hold
      possession of said property or any part thereof, subsequent to foreclosure,
      Mortgagor and Mortgagor’s successors shall be considered as tenants at
      sufferance of the purchaser at foreclosure sale (without limitation of other
      rights or remedies, at a reasonable rental per day, due and payable daily,
      based
      upon the value of the portion of the Property so occupied), and anyone occupying
      such portion of the Property after demand is made for possession thereof shall
      be guilty of forcible detainer and shall be subject to eviction and removal,
      forcible or otherwise, with or without process of law, and all damages by reason
      thereof are hereby expressly waived.

     

    Section
      3.6 Application
      of Proceeds.
      The
      proceeds from any sale, lease or other disposition made pursuant to this
      Article, or the proceeds from the surrender of any insurance policies required
      to be maintained hereunder, or any rental collected by Mortgagee from the
      Property, or sums received pursuant to Section
      5.1
      hereof,
      or proceeds from insurance which Mortgagee elects to apply to the Obligation
      pursuant to Section
      5.2
      hereof,
      shall be applied by Mortgagee as follows: first, to the payment of all
expenses
      of advertising, selling and conveying the Property or part thereof, including
      reasonable attorneys’ fees and a reasonable commission to Mortgagee not to
      exceed Five (5%) percent of the proceeds of the sale; second, to accrued
      interest on the Obligation; third, to principal on the matured portion of the
      Obligation; fourth, to prepayment of the unmatured portion, if any, of the
      Obligation applied to installments of principal in inverse order of maturity;
      and fifth, the balance, if any, remaining after the full and final payment
      and
      performance of the Obligation to the person or persons legally entitled
      thereto.

     

    
      
        
           

           

          
          

        

        
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      Section
        3.7 Abandonment
        of Sale.
        In the
        event a foreclosure hereunder is commenced by Mortgagee in accordance with
        Subsection
        3.2(c)
        hereof,
        Mortgagee may, at any time before the sale, abandon the sale, and may then
        institute suit for the collection of the Obligation and for the foreclosure
        of
        the liens and security interests hereof. If Mortgagee should institute a
        suit
        for the collection of the Obligation and for a foreclosure of the liens and
        security interests hereof, Mortgagee may, at any time before the entry of
        a
        final judgment in said suit, dismiss the same and sell the Property or any
        part
        thereof in accordance with the provisions of this Mortgage.

    

     

     

    Section
      3.8 Payment
      of Fees.
      If any
      part of the Obligation shall be collected or enforced by legal proceedings,
      whether through a probate or bankruptcy court or otherwise, or shall be placed
      in the hands of an attorney for collection after maturity, whether matured
      by
      the expiration of time or by an option given to the beneficiary to mature same,
      or if Mortgagee becomes a party to any suit where this Mortgage or the Property
      or any part thereof is involved, Mortgagor agrees to pay Mortgagee’s reasonable
      attorneys’ and collection fees, and such fees shall be and become a part of the
      Obligation.

     

    Section
      3.9 Indemnification
      of Mortgagee.
      Except
      for gross negligence or willful misconduct, Mortgagee shall not be liable for
      any act or omission or error of judgment. Mortgagee may rely on any document
      believed by Mortgagee in good faith to be genuine. All money received by
      Mortgagee shall, until used or applied as herein provided, be held in trust,
      but
      need not be segregated (except to the extent required by law), and Mortgagee
      shall not be liable for interest thereon. Mortgagor shall indemnify Mortgagee
      against all liability and expenses which Mortgagee may incur in the performance
      of Mortgagee’s duties hereunder.

     

    Section
      3.10 Release
      of Collateral.
      Mortgagee may release, regardless of consideration, the obligation of any Person
      or Persons liable for payment of any of the Obligations secured hereby, or
      may
      release any part of the Property or any other collateral now or hereafter given
      to secure the payment of the Obligations or any part thereof, without impairing,
      reducing or affecting the obligations of Mortgagor under the Loan Documents,
      the
      remainder of the security of this Mortgage or the priority of the rights created
      by this Mortgage.

     

    Section
      3.11 Partial
      Foreclosure.
      Mortgagee may from time to time, to the extent permitted by law, take action
      to
      recover any sums, whether interest, principal or any other sums required to
      be
      paid under the Loan Documents, as the same become due, without prejudice to
      the
      right of Mortgagee thereafter to bring an action of foreclosure, or any other
      action, for a default or defaults by Mortgagor existing when such earlier action
      was commenced. Mortgagee may, to the extent permitted by law, at the Mortgage’s
      option, cause this Mortgage to be foreclosed for any portion of the Obligations
      or any other sums secured hereby which are then due and payable subject to
      the
      continuing lien of this Mortgage for the balance of the secured Obligations
      not
      then due.

    
      
        
           

          
          

        

        
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    ARTICLE
      IV.

    SECURITY
      AGREEMENT

     

    Section
      4.1 Security
      Agreement.
      This
      Mortgage is also a security agreement between Mortgagor, as debtor, and
      Mortgagee, as secured party. The security interest created hereby is
      specifically intended to cover and include all leases of the Property, if any,
      presently existing or hereafter entered into (herein, together with all
      amendments and supplements thereto made as provided therein, called the
“Leases”), between Mortgagor (or parties acting on behalf of Mortgagor), as
      lessor or as successor to or assignee from the lessor, and tenants which occupy
      the Property under the Leases, including all extended terms and all extensions
      and renewals of the terms thereof, as well as any amendments to or replacements
      of said Leases, together with all the right, title and interest of Mortgagor,
      as
      lessor thereunder, including, without limiting the generality of the foregoing,
      the present and continuing right to make claim for, collect, receive and receipt
      for any and all of the rents, charges and other revenues, rents, income,
      revenues, issues and profits and moneys payable as damages or in lieu of rent
      and moneys payable as the purchase price of the Property or any part thereof
      or
      of awards or claims for money and other sums of money payable or receivable
      thereunder howsoever payable, and to bring actions and proceedings thereunder
      or
      for the enforcement thereof, and to do any and all things which Mortgagor or
      any
      lessor is or may become entitled to do under the Leases, provided, that this
      provision shall not impair or diminish any obligation of Mortgagor under the
      Leases, nor shall any obligation be imposed upon Mortgagee. Mortgagor, from
      time
      to time, upon each request of Mortgagee, promptly shall (a) execute and deliver
      to Mortgagee all financing statements as required by Mortgagee in order to
      establish or maintain the validity, perfection or priority of the security
      interest with respect to the Accessories or fixtures; (b) pay to Mortgagee
      on
      demand all costs of preparation and filing of financing statements pursuant
      hereto and all costs of Code searches reasonably required by Mortgagee; and
      (c)
      give to Mortgagee a certificate in form satisfactory to Mortgagee listing all
      trade names of Mortgagor and under which Mortgagor operates or intends to
      operate the Property or any part thereof, and give to Mortgagee advance written
      notice of any proposed change of any such trade name and of any change of name
      (or trade name or assumed name), identity or structure of
      Mortgagor.

     

    
      ARTICLE
        V.

      SPECIAL
        PROVISIONS

       

      Section
        5.1 Condemnation
        Proceeds.
        Mortgagee shall be entitled to receive any and all sums which may be awarded
        or
        become payable to Mortgagor for the condemnation of the Property or any part
        thereof, for public or quasi-public use, or by virtue of private sale in
        lieu
        thereof, and any sums which may be awarded or become payable to Mortgagor
        for
        damages caused by public works or construction on or near the Property. All
        such
        sums are hereby assigned to Mortgagee and Mortgagor shall, upon request of
        Mortgagee, make, execute, acknowledge and deliver any and all additional
        assignments and documents as may be necessary from time to time to enable
        Mortgagee to collect and receipt for any such sums. Mortgagee shall not be,
        under any circumstances, liable or responsible for failure to collect, or
        exercise diligence in the collection of, any of such sums. Any sums received
        by
        Mortgagee as a result of condemnation shall be applied to installments on
        the
        Obligation in inverse order of maturity.

    

    


    
      
        
           

          
          

        

        
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    Section
      5.2 Insurance
      Proceeds.
      The
      proceeds of any and all insurance upon the Property shall be collected by
      Mortgagee and Mortgagee shall have the option, in Mortgagee’s sole discretion,
      to apply any proceeds so collected either to the restoration of the Property
      or
      to the liquidation of the Obligation.

     

    Section
      5.3 Right
      to Accelerate Upon Transfer.
      If
      Mortgagor shall sell, convey, assign or transfer all or any part of the Property
      or any interest therein or (except as expressly otherwise provided in
Section
      2.20)
      any
      beneficial interest in Mortgagor, Mortgagee may, at Mortgagee’s option, without
      demand, presentment, protest, notice of protest, notice of intent to accelerate,
      notice of acceleration or other notice, or any other action, all of which are
      hereby waived by Mortgagor and all other parties obligated in any manner on
      the
      Obligation, declare the Obligation to be immediately due and payable, which
      option may be exercised at any time following such sale, conveyance, assignment,
      lease or transfer, and upon such declaration the entire unpaid balance of the
      Obligation shall be immediately due and payable. Mortgagee may, in Mortgagee’s
      sole discretion and at Mortgagor’s request, decide not to exercise said option,
      in which event Mortgagee’s forbearance may be predicated on such terms and
      conditions as Mortgagee may, in Mortgagee’s sole discretion, require, including,
      but not limited to, Mortgagee’s approval of the transferee’s credit worthiness
      and management ability, the execution and delivery to Mortgagee by transferee
      prior to the sale, transfer, assignment, lease or conveyance of an assumption
      agreement containing such terms as Mortgagee may require, including, but not
      limited to, a payment of a part of the principal amount of the Obligation,
      an
      increase in the rate of interest payable on the Obligation, the payment of
      an
      assumption fee, a modification of the terms of the Obligation and such other
      terms as Mortgagee may require, or Mortgagee may require any of such
      modifications of the terms of the Obligation without requiring an assumption
      thereof by the transferee. Should the Property be sold, traded, transferred,
      assigned, exchanged, leased or otherwise disposed of without the prior consent
      of Mortgagee and should payment of any portion of the Obligation thereafter
      be
      accepted by Mortgagee, such acceptance shall not be deemed a waiver of the
      requirement of Mortgagee’s consent in writing thereto or with respect to any
      other sale, trade, transfer, assignment, exchange, lease or other
      disposition.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      5.4 Subordinate
      Financing.
      If
      Mortgagor, without the prior written consent of Mortgagee, executes or delivers
      any pledge, security agreement, mortgage or deed of trust covering all or any
      portion of the Property (hereinafter called “Unauthorized Subordinate
      Mortgage”), Mortgagee may, at Mortgagee’s option, which option may be exercised
      at any time following such pledge, security agreement, mortgage or deed of
      trust, without demand, presentment, protest, notice of protest, notice of intent
      to accelerate, notice of acceleration or other notice, or any other action,
      all
      of which are hereby waived by Mortgagor and all other parties obligated in
      any
      manner on the Obligation, declare the Obligation to be immediately due and
      payable. In the event of consent by Mortgagee to the granting of a subordinate
      mortgage, or in the event the above-described right of Mortgagee to declare
      the
      Obligation to be immediately due and payable upon the granting of a Unauthorized
      Subordinate Mortgage without the prior written consent of Mortgagee is
      determined by a court of competent jurisdiction to be unenforceable under the
      provisions of any applicable law, Mortgagor will not execute or deliver any
      subordinate mortgage unless (i) it shall contain express covenants to the
      effect: (a) that the subordinate mortgage is in all respects unconditionally
      subject and subordinate to the lien and security interest evidenced by this
      Mortgage and each term and provision hereof; (b) that if any action or
      proceeding shall be instituted to foreclose the subordinate mortgage (regardless
      of whether the same is a judicial proceeding or pursuant to a power of sale
      contained therein), no tenant of any portion of the Property will be named
      as a
      party defendant, nor will any action be taken with respect to the Property
      which
      would terminate any occupancy or tenancy of the Property without the prior
      consent of Mortgagee; (c) that the rents and profits, if collected through
      a
      receiver or by the holder of the subordinate mortgage, shall be applied first
      to
      the obligations secured by this Mortgage, including principal and interest
      due
      and owing on or to become due and owing under the Loan Agreement and the other
      indebtedness secured hereby, and then to the payment of maintenance, operating
      charges, taxes, assessments, and disbursements incurred in connection with
      the
      ownership, operation and maintenance of the Property; and (d) that if any action
      or proceeding shall be brought to foreclose the subordinate mortgage (regardless
      of whether the same is a judicial proceeding or pursuant to a power of sale
      contained therein), notice of the commencement thereof will be given to
      Mortgagee contemporaneously with the commencement of such action or proceeding;
      and (ii) a copy thereof shall have been delivered to Mortgagee not less than
      ten
      (10) days prior to the date of the execution of such subordinate mortgage.
      Notwithstanding anything contained herein to the contrary, this provisions
      shall
      only be enforceable to the extent permitted under the laws of the State. For
      purposes of this Section, “Unauthorized Subordinate Mortgage shall not mean any
      mortgage covering all or any portion of the Property given by Mortgagee
      in connection with that certain loan in the combined amount of up to Twenty
      Five
      Million ($25,000,000) Dollars to Standford International Bank and Resorts
      Funding Group, LLC both of whom are current stockholders and investors of the
      Mortgagor; provided, however, that any such loan to Standford International
      Bank
      and Resorts Funding Group, LLC and the mortgage given in connection therewith
      shall be subordinate to the Loan.

     

    Section
      5.5 Intentionally
      Deleted.

    


    
      
        
           

           

          
          

        

        
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    Section
      5.6 Taxes
      Imposed on Mortgagee.
      Mortgagor shall pay any taxes (except any federal, state, or local income taxes
      measured by the income of Mortgagee from all sources) imposed on Mortgagee
      by
      reason of its ownership of this Mortgage and the Note.

     

    Section
      5.7 Recording,
      Filing and Other Fees.
      Mortgagor shall pay all recording and filing fees, all recording taxes and
      all
      other costs and expenses in connection with the preparation, execution and
      recordation and other manner of perfection of the Loan Documents, and shall
      reimburse Mortgagee on demand for all costs and expenses of any kind incurred
      by
      Mortgagee in connection therewith (including, without limitation, attorneys’
fees). Mortgagor will, at any time on request of Mortgagee, execute or cause
      to
      be executed financing statements, continuation statements, security agreements,
      or the like, in respect of any Accessories. Mortgagor shall pay all filing
      fees,
      including fees for filing continuation statements, in connection with such
      financing statements.

     

    Section
      5.8 No
      Release.
      Mortgagor and any other Person now or hereafter obligated for the payment or
      performance of all or any part of the Obligations shall not be released from
      paying and performing such Obligations and the lien of this Mortgage shall
      not
      be affected by reason of: (a) the failure of Mortgagee to comply with any
      request of Mortgagor, or of any other Person so obligated, to take action to
      foreclose this Mortgage or otherwise enforce any of the provisions of this
      Mortgage or of any of the Obligations secured by this Mortgage; (b) the release,
      regardless of consideration, of the obligations of any Person or Persons liable
      for payment or performance of the Obligations or any part thereof; or (c) any
      agreement or stipulation extending the time of payment or modifying the terms
      of
      the Note, and in the event of such agreement or stipulation, Mortgagor and
      all
      such other Persons shall remain liable under the Loan Documents, as amended
      by
      such agreement or stipulation unless expressly released and discharged in
      writing by Mortgagee.

     

    Section
      5.9 Interest
      After Maturity.
      The
      principal amount of the Obligations and any other amounts secured by this
      Mortgage and, to the extent permitted by law, any accrued interest thereon,
      shall bear interest from and after maturity, whether or not resulting from
      acceleration, at the Default Rate, but this shall not constitute an extension
      of
      time for payment of the Obligations or such other amounts or accrued
      interest.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      5.10 Indemnification
      Against Liabilities.
      To the
      extent not caused by the gross negligence or willful misconduct of Mortgagee,
      Mortgagor will protect, indemnify, save harmless and defend Mortgagee from
      and
      against any and all liabilities, obligations, claims, damages, penalties, causes
      of action, costs and expenses (including, without limitation, reasonable
      attorneys’ fees and expenses) imposed upon or incurred by or asserted against
      Mortgagee by reason of: (a) any accident or injury to or death of Persons or
      loss of or damage to or loss of the use of property occurring on or about the
      Property or any part thereof or the adjoining sidewalks or curbs, if any,
      streets, alleys or ways; (b) any use, non-use or condition of the Property
      or any part thereof or the adjoining sidewalks or curbs, if any, streets, alleys
      or ways; (c) any failure on the part of Mortgagor to perform or comply with
      any
      of the terms of the Mortgage; (d) performance of any labor or services or the
      furnishing of any materials or other property in respect of the Property or
      any
      part thereof made or suffered to be made by or on behalf of Mortgagor; (e)
      any
      negligence or tortious act on the part of Mortgagor or any of its agents,
      contractors, lessees, licensees or invitees; or (f) any work in connection
      with
      any alterations, changes, new construction or demolition of the Property.
      Mortgagor will pay and save Mortgagee harmless against any and all liability
      with respect to any intangible personal property tax or similar imposition
      of
      the Governing Jurisdiction or any subdivision or authority thereof now or
      hereafter in effect, to the extent that the same may be payable by Mortgagee
      in
      respect of this Mortgage, the Note or the indebtedness secured thereby. All
      amounts payable to Mortgagee under this Section 5.10
      shall be
      payable on demand and shall be deemed indebtedness secured by this Mortgage
      and
      any such amounts which are not paid within ten (10) days after demand therefor
      by Mortgagee shall bear interest at the Default Rate from the date of such
      demand. If any action, suit or proceeding is brought against Mortgagee by reason
      of any such occurrences, Mortgagor, upon request of Mortgagee, will, at
      Mortgagor’s expense, resist and defend such action, suit or proceeding or cause
      the same to be resisted or defended by counsel designated by Mortgagor and
      approved by Mortgagee, as the case may be.

     

    Section
      5.11 Notice
      of Acceleration.
      Whenever Mortgagee in this Mortgage is given the option to accelerate the
      maturity of all or part of the Obligation upon a Default, Mortgagee may, to
      the
      extent permitted by law, do so without prior notice or demand to or upon
      Mortgagor except as otherwise specifically provided herein.

     

    Section
      5.12 Mortgagor’s
      Representations.
      Mortgagor represents and warrants that: (a) it is duly organized, validly
      existing and in good standing under the laws of the State of Florida, and has
      the right and power and has obtained all necessary authorization to execute
      and
      deliver this Mortgage and the other Loan Documents to which it is a party and
      to
      perform its obligations thereunder in accordance with the terms thereof; (b)
      the
      consent of any governmental body, agency or entity is not required (or if
      required has been obtained) in connection with the execution and delivery of
      this Mortgage; (c) the execution, delivery, and performance by Mortgagor of
      the
      Loan Documents does not: (i) violate: (A) any existing provision of law, rule,
      or regulation; (B) Mortgagor’s articles of organization and regulations; (C) any
      provision of any indenture, agreement or other instrument of which Mortgagor
      is
      a party or by which it is bound; or (D) any order of any court or other agency
      of government binding upon Mortgagor; or (ii) result in the creation of any
      lien, charge, or encumbrance other than the lien created by this Mortgage;
      and
      (d) the Obligations are not also secured, directly or indirectly, by “margin
      securities” or “stock” as defined, respectively, in Regulation G and Regulation
      U issued by the Board of Governors of the Federal Reserve System.

    
 

    
      
        
           

          
          

        

        
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    Section
      5.13 After
      Acquired Property.
      To the
      extent permitted by law, all real or personal property now or hereafter attached
      to, adjoining or used for or in connection with the Property or any part thereof
      which is acquired by Mortgagor on or after the date hereof shall, immediately
      upon the acquisition thereof by Mortgagor, and without any further mortgage,
      conveyance, assignment, security agreement or transfer, become subject to the
      lien of this Mortgage. Mortgagor shall execute, acknowledge and deliver to
      Mortgagee any documents and instruments which Mortgagee may reasonably request
      from time to time for better assuring, conveying, assigning, transferring,
      confirming or perfecting Mortgagee’s security and rights under this
      Mortgage.

     

    Section
      5.14 Further
      Assurances.
      Mortgagor will, at its sole cost and expense, within ten (10) days of a request
      by Mortgagee for the same, do, execute, acknowledge and deliver and
      appropriately file and record, all and every such further acts, conveyances,
      mortgages, assignments, financing statements, supplemental mortgages, notices,
      estoppel certificates and assurances as Mortgagee shall, from time to time,
      require for accomplishing the purposes of this Mortgage and shall pay the
      expenses of the filing or recording of the same and reimburse Mortgagee for
      its
      reasonable legal expenses incurred in connection with the preparation or review
      thereof. In default of any such execution, acknowledgement, delivery, filing
      or
      recording, Mortgagee may, without limitation, exercise the rights conferred
      upon
      it in Section 2.15
      hereof
      to execute, acknowledge and file or record any such instrument for and on behalf
      of Mortgagor, as attorney-in-fact of Mortgagor (which appointment is coupled
      with an interest and irrevocable), and shall be entitled to reimbursement for
      its reasonable expenses in connection therewith.

     

    Section
      5.15 Compliance
      with International Trade Control Laws and OFAC Regulations.
      Mortgagor is not now nor shall it be at any time prior to or at the Closing
      an
      individual, corporation, partnership, joint venture, association, joint stock
      company, trust, trustee, estate, limited liability company, unincorporated
      organization, real estate investment trust, government or any agency or
      political subdivision thereof, or any other form of entity (collectively, a
      “Person”)
      with
      whom a United States citizen, entity organized under the laws of the United
      States or its territories or entity having its principal place of business
      within the United States or any of its territories (collectively, a
“U.S.
      Person”),
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the Office of Foreign Assets Control, Department
      of the Treasury (“OFAC”)
      (including those executive orders and lists published by OFAC with respect
      to
      Persons that have been designated by executive order or by the sanction
      regulations of OFAC as Persons with whom U.S. Persons may not transact business
      or must limit their interactions to types approved by OFAC (“Specially
      Designated Nationals and Blocked Persons”))
      or
      otherwise. Neither Mortgagor nor any Person who owns an interest in Mortgagor
      (collectively, a “Mortgagor
      Party”)
      is now
      nor shall be at any time prior to or at the Closing a Person with whom a U.S.
      Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z),
      as periodically amended (“Financial
      Institution”),
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the OFAC (including those executive orders and
      lists published by OFAC with respect to Specially Designated Nationals and
      Blocked Persons) or otherwise.


    
      
        
           

           

          
          

        

        
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    Section
      5.16 Mortgagor’s
      Funds.
      Mortgagor has taken, and shall continue to take until the Maturity Date on
      the
      Note, such measures as are required by applicable law to assure that the funds
      used to pay to Mortgagee are derived: (i) from transactions that do not violate
      United States law nor, to the extent such funds originate outside the United
      States, do not violate the laws of the jurisdiction in which they originated;
      and (ii) from permissible sources under United States law and to the extent
      such
      funds originate outside the United States, under the laws of the jurisdiction
      in
      which they originated.

     

    Section
      5.17 Anti-Money
      Laundering Laws.
      To the
      best of Mortgagor’s knowledge after making due inquiry, neither Mortgagor nor
      any Mortgagor Party, nor any Person providing funds to Mortgagor: (i) is under
      investigation by any governmental authority for, or has been charged with,
      or
      convicted of, money laundering, drug trafficking, terrorist-related activities,
      any crimes which in the United States would be predicate crimes to money
      laundering, or any violation of any Anti Money Laundering Laws (as hereinafter
      defined in this Section); (ii) has been assessed civil or criminal penalties
      under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized
      or forfeited in any action under any Anti Money Laundering Laws. For purposes
      of
      this Subsection (i), the term “Anti-Money
      Laundering Laws”
shall
      mean all applicable laws, regulations and sanctions, state and federal, criminal
      and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds
      from illegal transactions; (x) limit commercial transactions with designated
      countries or individuals believed to be terrorists, narcotics dealers or
      otherwise engaged in activities contrary to the interests of the United States;
      (y) require identification and documentation of the parties with whom a
      Financial Institution conducts business; or (z) are designed to disrupt the
      flow
      of funds to terrorist organizations. Such laws, regulations and sanctions shall
      be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the
“Patriot
      Act”),
      the
      Bank Secrecy Act of 1970, as amended, 31 U.S.C. Section 5311 et. seq., the
      Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International
      Emergency Economic Powers Act, 50 U.S.C.
      Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto
      by the OFAC, as well as laws relating to prevention and detection of money
      laundering in 18 U.S.C. Sections 1956 and 1957.

     

    
      Section
        5.18 Mortgagor
        Compliance with Patriot Act.
        Mortgagor is in compliance with any and all applicable provisions of the
        Patriot
        Act.

       

      Section
        5.19 Cooperation
        with Mortgagee.
        For a
        period of two (2) years after the Maturity Date on the Note, Mortgagor agrees
        to
        cooperate with Mortgagee, and to cause each Mortgagor Party to cooperate
        with
        Mortgagee, in providing such additional information and documentation on
        Mortgagor’s and each Mortgagor Party’s legal or beneficial ownership, policies,
        procedures (to the extent required by applicable laws) and sources of funds
        as
        Mortgagee deems reasonably necessary or prudent to enable Mortgagee to comply
        with Anti-Money Laundering Laws now in existence or hereafter enacted or
        amended. 

    

    


    
      
        
           

           

          
          

        

        
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    Section
      5.20 Mortgagor’s
      representations, warranties and agreements set forth in this Agreement shall
      survive the Closing or termination of this Agreement. Mortgagor hereby
      acknowledges and agrees that it is a requirement of this Agreement and of
      Mortgagor’s obligations hereunder that all of Mortgagor’s representations and
      warranties contained herein shall be true and correct on the date hereof and
      remain true and correct through and including the Maturity Date of the Note,
      and
      that any inaccuracy in Mortgagor’s representations and warranties and/or
      Mortgagor’s failure to notify Mortgagee prior to the Maturity Date of the Note
      of any inaccuracies therein shall be defaults by Mortgagor under this
      Agreement.

     

    ARTICLE
      VI.

    MISCELLANEOUS

     

    Section
      6.1 Release.
      If all
      of Mortgagor’s obligations under the Loan Documents are paid in full in
      accordance with the terms of the Loan Documents, no event of default then exists
      under the Loan Documents, and if Mortgagor shall well and truly perform all
      of
      Mortgagor’s covenants contained herein, then this conveyance shall become null
      and void and be released at Mortgagor’s request and expense.

     

    Section
      6.2 Rights
      Cumulative.
      Mortgagee shall have all rights, remedies and recourse granted herein, in the
      Loan Documents and available at law or in equity (including, without limitation,
      those granted by the Code and applicable to the Property or any portion
      thereof), and the same (a) shall be cumulative and concurrent; (b) may be
      pursued separately, successively or concurrently against Mortgagor or others
      obligated for the Obligation or any part thereof, or against any one or more
      of
      them, or against the Property, at the sole discretion of Mortgagee; (c) may
      be
      exercised as often as occasion therefor shall arise, it being agreed by
      Mortgagor that the exercise, discontinuance of the exercise of or failure to
      exercise any of the same shall in no event be construed as a waiver or release
      thereof or of any other right, remedy or recourse; and (d) are intended to
      be,
      and shall be, nonexclusive. All rights and remedies of Mortgagee hereunder
      and
      under the other Loan Documents shall extend to any period after the initiation
      of foreclosure proceedings, judicial or otherwise, with respect to the
      Property.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      6.3 Waiver.
      Any and
      all covenants in this Mortgage may, from time to time, by instrument in writing
      signed by Mortgagee and delivered to Mortgagor, be waived to such extent and
      in
      such manner as Mortgagee may desire, but no such waiver shall ever affect or
      impair Mortgagee’s rights, remedies, powers, privileges, liens, titles and
      security interests hereunder except to the extent so specifically stated in
      such
      written instrument. No waiver of any default on the part of Mortgagor or a
      breach of any of the provisions of this Mortgage or of any Loan Document shall
      be considered a waiver of any other or subsequent default or breach, and no
      delay or omission in exercising or enforcing the rights and powers herein
      granted shall be construed as a waiver of such rights and powers, and likewise
      no exercise or enforcement of any rights or powers hereunder shall be held
      to
      exhaust such rights and powers, and every such right and power may be exercised
      from time to time. No notice to or demand on Mortgagor in any case shall of
      itself entitle Mortgagor to any other or further notice or demand in similar
      or
      other circumstances. The granting of any consent or approval by Mortgagee shall
      be limited to the specific instance and shall not waive or exhaust the
      requirement of consent or approval in any other instance. Except as otherwise
      specified herein, in any instance hereunder where Mortgagee’s approval or
      consent is required or the exercise of Mortgagee’s judgment is required, the
      granting or denial of such approval or consent and the exercise of such judgment
      shall be within the sole discretion of Mortgagee, and Mortgagee shall not for
      any reason or to any extent, be required to grant such approval or consent
      or
      exercise such judgment in any particular manner regardless of the reasonableness
      of the request or of Mortgagee’s judgment.

     

    Section
      6.4 Payments.
      Acceptance by Mortgagee of any payment in an amount less than the amount then
      due shall be deemed an acceptance on account only, and the failure to pay the
      entire amount then due shall be and continue to be a default.

     

    Section
      6.5 Intentionally
      Deleted.

     

    Section
      6.6 Change
      of Security.
      Any
      part of the Property may be released, regardless of consideration, by Mortgagee
      from time to time without impairing, subordinating or affecting in any way
      the
      lien, security interest and other rights hereof against the remainder. The
      lien,
      security interest and other rights granted hereby shall not be affected by
      any
      other security taken for the Obligation or any part thereof. The taking of
      additional security, or the extension, renewal or rearrangement of the
      Obligation or any part thereof, shall not release or impair the lien, security
      interest and other rights granted hereby, or affect the liability of any
      endorser or guarantor or improve the right of any junior lienholder; and this
      Mortgage, as well as any instrument given to secure any renewal, extension
      or
      rearrangement of the Obligation or any part thereof, shall be and remain a
      first
      and prior lien, except as otherwise provided herein, on all of the Property
      not
      expressly released until the Obligation is fully paid and
      performed.


    
      
        
           

           

          
          

        

        
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    Section
      6.7 Controlling
      Agreement.
      The
      parties hereto intend to conform strictly to the applicable usury laws. All
      agreements between Mortgagor (and any other party liable for any part of the
      Obligation) and Mortgagee, whether now existing or hereafter arising and whether
      written or oral, are expressly limited so that in no event whatsoever, whether
      by reason of acceleration of the maturity of the Obligation or otherwise, shall
      the interest contracted for, charged or received by Mortgagee hereunder or
      otherwise exceed the maximum amount permissible under applicable law. If from
      any circumstances whatsoever interest would otherwise be payable to Mortgagee
      in
      excess of the maximum lawful amount, the interest payable to Mortgagee shall
      be
      reduced automatically to the maximum amount permitted under applicable law.
      If
      Mortgagee shall ever receive anything of value deemed interest under applicable
      law which would apart from this provision be in excess of the maximum lawful
      amount, the amount which would have been excessive interest shall be applied
      to
      the reduction of the principal amount owing on the Obligation in inverse order
      of maturity and not to the payment of interest, or if such amount which would
      have been excessive interest exceeds the unpaid principal balance of the
      Obligation, such excess shall be refunded to Mortgagor, or to the maker of
      the
      Note or other evidence of indebtedness if other than Mortgagor. All interest
      paid or agreed to be paid to Mortgagee shall, to the extent permitted by
      applicable law, be amortized, prorated, allocated and spread throughout the
      full
      stated term, including any renewal or extension, of such indebtedness so that
      the amount of interest on account of such indebtedness does not exceed the
      maximum permitted by applicable law. The terms and provisions of this Section
      shall control and supersede every other provision of all existing and future
      agreements between Mortgagor, the maker of the Note or other evidence of
      indebtedness if other than Mortgagor, and Mortgagee.

     

    Section
      6.8 Effect
      of Transfer on Mortgagor’s Liability.
      If the
      ownership (legal or beneficial) of the Property or any part thereof becomes
      vested in a person other than Mortgagor, or in the event of a change in
      ownership (legal or beneficial) of any Mortgagor other than an individual,
      Mortgagee may, without notice to or consent of Mortgagor or Mortgagor’s
      successors, deal with such successor or successors in interest with reference
      to
      this Mortgage and the Obligation either by way of forbearance on the part of
      Mortgagee, or extension of time of payment of the Obligation, or release of
      all
      or any part of the Property or any other property securing payment of the
      Obligation, or otherwise, without in any way modifying or affecting Mortgagee’s
      rights and liens hereunder or the liability of Mortgagor or any other party
      liable for payment of the Obligation, in whole or in part.

     

    Section
      6.9 Waiver
      of Right to Marshal.
      Mortgagor hereby waives all rights of marshaling in event of any foreclosure
      of
      the liens and security interests hereby created.

     

    Section
      6.10 Subrogation.
      To the
      extent that proceeds of the Obligation are used to renew, extend or pay any
      outstanding debt or to perform any obligation, such proceeds have been advanced
      by Mortgagee at Mortgagor’s request, and Mortgagee shall be subrogated to all
      liens, security interests, rights, priorities, powers, titles, equities and
      interests owned or held by any owner or holder of such outstanding debt or
      obligation, however remote, irrespective of whether the same are released of
      record, and all of the same are recognized as valid and subsisting and are
      renewed, continued and preserved in force to secure the Obligation; provided,
      however, that if and to the extent Mortgagee desires in each case, the terms
      and
      provisions hereof and of the other Loan Documents shall govern the rights and
      remedies of Mortgagee and shall supersede the terms, provisions, rights, and
      remedies under any lien, security interest, charge or other encumbrance to
      which
      Mortgagee is subrogated hereunder.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      6.11 Covenant
      to Perform.
      Mortgagor and each subsequent owner of the Property, or any part thereof,
      covenants and agrees that Mortgagor and any subsequent owner will perform or
      cause to be performed, each and every condition, term, provision and covenant
      of
      this Mortgage.

     

    Section
      6.12 Notices.
      All
      notices, consents, approvals and requests required or permitted hereunder or
      under any other Loan Document shall be given in writing and shall be effective
      for all purposes if hand delivered or sent by (a) certified or registered United
      States mail, postage prepaid, return receipt requested or (b) expedited prepaid
      delivery service, either commercial or United States Postal Service, with proof
      of attempted delivery, and by telecopier (with answer back acknowledged),
      addressed as follows (or at such other address and a person as shall be
      designated from time to time by any party hereto, as the case may be, in a
      written notice to the other parties hereto in the manner provided for in this
      Section):

     

    
      	
              If
                to Mortgagee:

            	
              Kennedy
                Funding, Inc.

            
	 	
              Two
                University Plaza, Suite 402

            
	 	
              Hackensack,
                New Jersey 07601

            
	 	
              Attention:
                Jeffrey Wolfer

            
	 	
              Facsimile
                No. (201) 342-8373

            
	 	 
	
              With
                a copy to:

            	
              Cole,
                Schotz, Meisel, Forman & Leonard P.A.

            
	 	
              25
                Main Street

            
	 	
              Hackensack,
                New Jersey 07602-0800

            
	 	
              Attention:
                Michael R. Leighton, Esq.

            
	 	
              Facsimile
                No.: (201) 489-1536

            
	
               

              If
                to Mortgagor:

            	
               

              Costa
                Blanca I Real Estate, LLC 

            
	 	
              2460
                Sand Lake Road 

            
	 	
              Orlando,
                Florida 32809

               

            
	
              With
                a copy to:

            	
              Jason
                G. Williams, Esq.

            
	 	
              American
                Leisure Holdings, Inc. 

            
	 	
              2460
                Sand Lake Road 

            
	 	
              Orlando,
                Florida 32809

            
	 	
              Facsimile
                No.:  (407) 251-8455

               

            
	 	 
	
              With
                a copy to:

            	
              Philip
                L. Logas, Esq.

            
	 	
              Philip
                L. Logas, P.A.

            
	 	
              55
                E. Pine Street

            
	 	
              Orlando,
                Florida 32801

            
	 	
              Facsimile
                No.: (407) 849-1570

            


    

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    


    A
      notice
      shall be deemed to have been given: in the case of hand delivery, at the time
      of
      delivery; in the case of registered or certified mail, when delivered or the
      first attempted delivery on a business day; or in the case of expedited prepaid
      delivery and telecopy, upon the first attempted delivery on a business
      day.

     

    Section
      6.13 No
      Representations by Mortgagee.
      By
      accepting or approving anything required to be observed, performed or fulfilled,
      or to be given to Mortgagee pursuant to this Mortgage, including, without
      limitation, any certificate, balance sheet, statement of profit and loss or
      other financial statement, survey, appraisal or insurance policy, Mortgagee
      shall not be deemed to have warranted or represented the sufficiency, legality,
      effectiveness or legal effect of the same, or of any term, provision or
      condition thereof, and such acceptance or approval thereof shall not be or
      constitute any warranty or representation with respect thereto by
      Mortgagee.

     

    Section
      6.14 Certain
      Definitions.
      The
      following terms shall, for all purposes of this Mortgage, have the respective
      meanings herein specified unless the context otherwise requires:

     

    (a) the
      “Mortgagor” shall mean Mortgagor herein named any and subsequent owner or owners
      of the Property and its or their respective heirs, legal representatives,
      successors and assigns;

     

    (b) the
      “Mortgagee” shall mean Mortgagee herein named and any subsequent holder or
      holders of this Mortgage, and its or their respective heirs, legal
      representatives, successors and assigns;

     

    (c) “Person”
      (whether or not capitalized) shall mean an individual, corporation, limited
      liability company, partnership, joint venture, trust, unincorporated
      organization or government, or any agency or political subdivision thereof,
      or
      any business or legal entity; and

     

    (d) “Lease”
      shall mean every lease, license or occupancy agreement for the use or hire
      of
      all or any portion of the Property which shall be in effect at the date hereof,
      or which shall hereafter be entered into by or on behalf of
      Mortgagor.

    
      
        
           

           

          
          

        

        
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    Section
      6.15 Miscellaneous.

     

    (a) This
      Mortgage and its provisions cannot be changed, waived, discharged or terminated
      orally but only by an agreement in writing, signed by the party against whom
      enforcement of the change, waiver, discharge or termination is sought, and
      the
      same shall then be effective only for the period and on the conditions and
      for
      the specific instances and purposes specified in such writing. No notice to
      or
      demand on Mortgagor in any case shall entitle Mortgagor to any other or further
      notice or demand in similar or other circumstances. No course of dealing between
      Mortgagor and Mortgagee or any failure or delay on the part of Mortgagee in
      exercising any rights or remedies hereunder shall operate as a waiver of any
      rights or remedies of Mortgagee and no single or partial exercise of any rights
      or remedies hereunder shall operate as a waiver or preclude the exercise of
      any
      other rights or remedies hereunder.

     

    (b) Wherever
      pursuant to this Mortgage, Mortgagee exercises any right given to it to approve
      or disapprove, or any arrangement or term is to be satisfactory to Mortgagee,
      the decision of Mortgagee to approve or disapprove or to decide that
      arrangements or terms are satisfactory or not satisfactory shall be in the
      sole
      discretion of Mortgagee and shall be final and conclusive.

     

    (c) This
      Mortgage shall be construed without any regard to any presumption or rule
      requiring construction against the party causing such instrument or any portion
      thereof to be drafted.

     

    (d) All
      terms
      and words used in this Mortgage, regardless of the number or gender in which
      they are used, shall be deemed to include any other number and any other gender
      as the context may require.

     

    (e) The
      paragraph headings in this Mortgage are for convenience of reference only and
      shall not limit or otherwise affect any of the terms hereof.

     

    (f) If
      any
      words or phrases in this Mortgage have been stricken out or otherwise
      eliminated, this Mortgage shall be construed as if the words or phrases so
      stricken out or otherwise eliminated were never included in this Mortgage and
      no
      implication or inference shall be drawn from the fact that said words or phrases
      were so stricken out or otherwise eliminated.

     

    (g) The
      words
“herein,” “hereby,” “hereunder,” and words of similar import shall be construed
      to refer to this Mortgage as a whole, and not to any particular Section, unless
      expressly so stated.

     

    (h) All
      covenants contained herein shall inure to the benefit of and shall be binding
      upon the Mortgagor and Mortgagee and shall run with the Property until the
      Obligations have been satisfied.


    
      
        
           

           

          
          

        

        
          -42-

          
            

          

        

        
          
          

        

      

    

     

    (i) Mortgagor
      is hereby prohibited from exercising against Mortgagee any right or remedy
      which
      it might otherwise be entitled to exercise against any one or more (but less
      than all) of the individual parties constituting Mortgagee, including, without
      limitation, any right of set-off or any defense.

     

    Section
      6.16 Mortgagor’s
      Waivers.
      Mortgagor, for itself and its successors and assigns, hereby irrevocably waives
      and releases to the extent permitted by law, and whether now or hereafter in
      force, (a) the benefit of any and all valuation and appraisement laws; (b)
      any
      right of redemption after the date of any sale of the Property upon foreclosure,
      whether statutory, common law or otherwise, in respect of the Property; (c)
      all
      exemption laws whatsoever and all moratoriums, extensions or stay laws or rules,
      or orders of Court in the nature of any one or more of them; and (d) all right
      and possibility of dower, curtesy and homestead in and to the
      Property.

     

    Section
      6.17 Environmental
      Matters.

     

    (a) Mortgagor
      represents and warrants that to the best of its knowledge, there are no
      Hazardous Substances or Hazardous Materials (hereinafter defined) in or on
      the
      Property, other than such as may have been disclosed to Mortgagee in writing
      prior to the date hereof.

     

    (b) Without
      Mortgagee’s prior consent, which may be granted or withheld in Mortgagee’s sole
      discretion, Mortgagor shall make or permit no use of the Property that would
      involve the generation, storage, treatment, discharge, handling, refining,
      release or disposal of any Hazardous Substances.

     

    (c) At
      its
      sole cost and expense, Mortgagor shall, and shall cause any tenant or occupant
      of the Property to, comply with all applicable federal, state and local laws,
      rules, regulations and orders with respect to the discharge, generation,
      removal, transportation, storage, treatment and handling of Hazardous
      Substances, including but not limited to the Federal Comprehensive Environmental
      Response Compensation and Liability Act of 1980, as amended by the Superfund
      Amendment and Reauthorization Act of 1986, the federal Resource Conservation
      and
      Recovery Act, as amended, the Federal Water Pollution Control Act, the Federal
      Clean Air Act, the federal regulations promulgated pursuant to any of the
      foregoing, and any and all environmental, health, or safety laws of the State,
      as amended from time to time, and any regulations promulgated thereunder, pay
      immediately when due the cost of removal of Hazardous Substances, and keep
      the
      Property free and clear of any lien imposed pursuant to such laws, rules,
      regulations or orders. In the event Mortgagor fails to do so, Mortgagee may
      declare this Mortgage to be in default.

     

    


    
      
        
           

           

          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      

    

    


    (d) Mortgagor
      shall indemnify Mortgagee and hold Mortgagee harmless from and against all
      loss,
      cost, damage and expense (including, without limitation, reasonable attorneys’
fees and costs incurred in the investigation, defense and settlement of claims)
      that Mortgagee may incur as a result of or in connection with the assertion
      against Mortgagee or the Property of any claim relating to the presence or
      removal of any hazardous waste or substance referred to in this paragraph,
      or
      compliance with any federal, state or local laws, rules, regulations or orders
      relating thereto unless such claim arises solely from Mortgagee’s gross
      negligence or willful misconduct.

     

    (e) The
      term
“Hazardous Substances” or “Hazardous Materials” as used in this Mortgage shall
      include, without limitation, gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, or any other substance or material defined as a hazardous or toxic
      substance or material by any federal, state or local law, ordinance, rule,
      or
      regulation.

     

    (f) Mortgagor
      shall notify Mortgagee immediately in writing upon learning of:

     

    (i) any
      spill, discharge or release of any Hazardous Substances on or near the Property
      that may involve a cleanup cost of One Thousand and 00/100 ($1,000.00) Dollars
      or more;

     

    (ii) any
      circumstances that may result in a violation of this Section
      6.17;

     

    (iii) any
      governmental inquiry or inspection is undertaken or notice issued by any
      governmental agency or any source whatsoever with respect to Hazardous Materials
      on, from, affecting, or used, stored or discharged by any occupant of, the
      Property.

     

    (g) If
      any
      investigation, environmental report or governmental investigation or order
      indicates that there may exist any damage or risk to the Property, or any
      liability of Mortgagor relating to any Hazardous Materials, or other
      environmental conditions with respect to the Property, then Mortgagee may
      require Mortgagor to furnish immediately an indemnity bond in an amount
      determined by Mortgagee, in its discretion, to be sufficient to pay all actual

      and estimated cleanup costs and to protect against any liens that may arise
      with
      respect to such potential cleanup costs. Mortgagee’s demand that Mortgagor post
      any bond or other security shall not be a waiver of any default or of any other
      right or remedy available to Mortgagee.

     

    (h) The
      obligations and liabilities of Mortgagor under this Section 6.17
      shall
      survive any entry of a judgment of foreclosure or the delivery of a deed in
      lieu
      of foreclosure of this Mortgage.

     

    


    
      
        
           

           

          
          

        

        
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    Section
      6.18 Asbestos.

     

    (a) Mortgagor
      represents and warrants that, to the actual knowledge of Mortgagor, there is
      no
      friable asbestos or any material containing asbestos and deemed hazardous by
      federal, state or local laws, rules, regulations or orders respecting such
      material (“Asbestos”) on the Property.

     

    (b) Mortgagor
      shall not install or permit to be installed Asbestos in the Property. With
      respect to any such material currently present in the Property, Mortgagor shall
      promptly comply with such federal, state or local laws, rules, regulations
      or
      orders at Mortgagor’s sole cost and expense. If Mortgagor shall fail to comply
      with any such law, rule, regulation or order such failure shall constitute
      an
      Event of Default.

     

    (c) Mortgagor
      (x) shall protect, defend, indemnify and hold Mortgagee harmless from and
      against all loss, cost, damage and expense (including, without limitation,
      reasonable attorneys’ fees and costs incurred in the investigation, defense and
      settlement of claims) that Mortgagee may incur as a result of or in connection
      with the assertion against Mortgagee or the Property of any claim relating
      to
      (i) the presence or removal of any asbestos or asbestos containing substance,
      including, without limitation, the cost of such removal, or (ii) compliance
      with
      any federal, state or local laws, rules, regulations or orders relating thereto,
      and (y) guarantees to Mortgagee the payment of all costs and expenses which
      may
      be incurred by Mortgagee in performing any Asbestos remedial action not
      performed (or caused to be performed) by Mortgagor as required under this
      Mortgage.

     

    (d) The
      obligations and liabilities of Mortgagor under this Section 6.18
      shall
      survive any entry of a judgment of foreclosure or the delivery of a deed in
      lieu
      of foreclosure of this Mortgage.

     

    Section
      6.19 Modifications.
      This
      Mortgage, the Note and all other Obligations are subject to Modification (as
      defined below). To the extent permitted by law, this Mortgage secures all
      Modifications from the date upon which this Mortgage was originally recorded,
      including future loans and extensions of credit and changes in the interest
      rate, due date, amount or other terms and conditions of any
      Obligations.

     

    “Modification”
      shall have the meaning set forth in N.J.S.A. 46:9-8.2
      et
      seq.,
      which
      statute relates, inter
      alia,
      to
      changes in the interest rate, due date or other terms or conditions of a
“mortgage loan,” or future advances pursuant to a “line of credit,” as defined
      in that statute.

     

    Section
      6.20 No
      Cooperative or Condominium.
      Mortgagor shall not operate the Property, or permit same to be operated as
      a
      cooperative or condominium building(s) in which the tenants or occupants
      participate in the ownership, control, or management of the Property or any
      part
      thereof, as tenants, stockholders or otherwise.

     

    


    
      
        
           

          
          

        

        
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    Section
      6.21 Severability.
      If any
      provision of this Mortgage or the application thereof to any person or
      circumstance shall, for any reason and to any extent, be invalid or
      unenforceable, neither the remainder of this Mortgage nor the application of
      such provision to any other person or circumstances shall be affected thereby,
      but rather the same shall be enforced to the greatest extent permitted by law.
      If the rights and liens created by this Mortgage shall be held by a court of
      competent jurisdiction to be invalid or unenforceable as to any part of the
      Obligation, the portion of the Obligation which as the result of such invalidity
      or unenforceability is no longer secured by the liens and security interests
      herein granted shall be completely paid prior to the payment of the portion,
      if
      any, of the Obligation which shall continue to be secured hereunder, and all
      payments made on the Obligation shall be considered to have been paid on and
      applied first to the complete payment of the unsecured portion of the
      Obligation.

     

    Section
      6.22 Headings;
      Construction.
      The
      headings which have been used throughout this Mortgage have been inserted for
      convenience of reference only and do not constitute matter to be construed
      in
      interpreting this Mortgage. Words of any gender used in this Mortgage shall
      be
      held and construed to include any other gender and words in the singular number
      shall be held to include the plural, and vice versa, unless the context requires
      otherwise. The words “herein,” “hereof,” “hereunder” and other similar compounds
      of the words “here” when used in this Mortgage shall refer to the entire
      Mortgage and not to any particular provision or section.

     

    Section
      6.23 Counterparts.
      This
      Mortgage has simultaneously been executed in a number of identical counterparts,
      each of which, for all purposes, shall be deemed an original. If any Mortgagor
      is a corporation, this instrument is executed, acknowledged and delivered by
      Mortgagor’s officers hereunto duly authorized.

     

    Section
      6.24 GOVERNING
      LAW.
      THIS
      MORTGAGE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE
      TO
      CONTRACTS MADE AND PERFORMED IN NEW JERSEY, WITHOUT REGARD TO CONFLICTS OF
      LAWS
      CONSIDERATIONS AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT
      THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, PRIORITY,
      ENFORCEMENT AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED IN
      THE
      MORTGAGED PROPERTY UNDER THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED
      ACCORDING TO THE LAW OF THE STATE OF FLORIDA, IT BEING UNDERSTOOD THAT, TO
      THE
      FULLEST EXTENT PERMITTED BY THE LAW OF THE STATE, THE LAW OF THE STATE OF NEW
      JERSEY SHALL GOVERN THE VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS,
      AND
      THE DEBT OR OBLIGATIONS ARISING HEREUNDER (BUT THE FOREGOING SHALL NOT BE
      CONSTRUED TO LIMIT LENDER’S RIGHTS WITH RESPECT TO SUCH SECURITY INTEREST
      CREATED IN THE STATE).

    


    
      
        
           

          
          

        

        
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    Section
      6.25 JURISDICTION.
      AT
      MORTGAGEE’S ELECTION, TO BE ENTERED IN ITS SOLE DISCRETION, ANY LEGAL SUIT,
      ACTION OR PROCEEDING AGAINST MORTGAGOR OR MORTGAGEE ARISING OUT OF OR RELATING
      TO THIS MORTGAGE (OTHER THAN AN ACTION FOR JUDICIAL FORECLOSURE OR TO APPOINT
      A
      RECEIVER), THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY
      FEDERAL OR STATE COURT IN NEW JERSEY, AND MORTGAGOR WAIVES ANY OBJECTION WHICH
      IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION
      OR
      PROCEEDING, AND MORTGAGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
      ANY
      SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. MORTGAGOR DOES HEREBY DESIGNATE
      AND APPOINT THE
      CORPORATION TRUST COMPANY, LOCATED AT 820 BEAR TAVERN ROAD, WEST TRENTON, NEW
      JERSEY 08628
      AS ITS
      AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND
      ALL
      PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
      FEDERAL OR STATE COURT IN NEW JERSEY, AND AGREES THAT SERVICE OF PROCESS UPON
      SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE OF MORTGAGOR MAILED OR
      DELIVERED TO MORTGAGOR IN THE MANNER PROVIDED IN THE MORTGAGE, SHALL BE DEEMED
      IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON MORTGAGOR IN ANY SUCH SUIT,
      ACTION OR PROCEEDING IN THE STATE OF NEW JERSEY. MORTGAGOR SHALL GIVE PROMPT
      NOTICE TO MORTGAGEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER,
      MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
      WITH AN OFFICE IN NEW JERSEY (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS
      FOR SERVICE OF PROCESS), AND SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF
      ITS
      AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW JERSEY OR IS DISSOLVED WITHOUT
      LEAVING A SUCCESSOR.

     

    Section
      6.26 WAIVER
      OF JURY TRIAL.
      MORTGAGOR AND MORTGAGEE HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
      TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULL TO THE
      EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH -REGARD TO THE
      NOTE, THIS MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM
      OR
      OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL
      BY
      JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MORTGAGOR AND MORTGAGEE, AND IS
      INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
      THE
      RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGEE IS HEREBY AUTHORIZED
      TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF
      THIS
      WAIVER BY MORTGAGOR.

    


    
      
        
           

          
          

        

        
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    Section
      6.27 CONFLICT.
      In the
      event of any conflict between the terms set forth in this Mortgage and the
      terms
      set forth in Article 7 of that certain Guaranty of even date herewith executed
      by Malcolm J. Wright, American Leisure Holdings, Inc. and TDS Amenities, Inc.
      in
      favor of Mortgagee (hereinafter referred to as the “Guaranty”) the terms set
      forth in the Guaranty shall supersede and prevail over any conflicting terms
      set
      forth in this Mortgage; provided, however, that nothing contained in the
      Guaranty shall expand any notice or grace period set forth in this
      Mortgage

     

    Section
      6.28 CROSS
      COLLATERALIZATION.
      Mortgagor
      understands and agrees that the Loan is and will be cross-collateralized with
      that certain loan dated
      as
      of April 20, 2007 in
      the
      amount of Twenty
      Four Million Nine Hundred Thousand ($24,900,000) Dollars by and between Costa
      Blanca II Real Estate, LLC, a Florida limited liability company, Costa Blanca
      III Real Estate, LLC, a Florida limited liability company, TDS Town Homes (Phase
      1), LLC, a Florida limited liability company, TDS Town Homes (Phase 2), LLC,
      a
      Florida limited liability company and Mortgagee, as Agent (the “Costa
      II Loan”).
      It is
      understood and agreed that a default (beyond any applicable grace periods)
      under
      the terms and conditions of (i) that certain Loan and Security Agreement dated
      as of April 20, 2007, between Costa
      Blanca II Real Estate, LLC, Costa Blanca III Real Estate, LLC, TDS Town Homes
      (Phase 1), LLC, TDS Town Homes (Phase 2), LLC and Mortgagee, as Agent, as
      amended by that certain First Amendment to Loan and Security Agreement and
      Other
      Loan Documents of even date herewith, and/or (ii) any other document or
      agreement given or delivered to Mortgagee in connection therewith, including
      without limitation that certain (a) Amended and Restated Promissory Note in
      the
      original principal amount of Twenty Four Million Nine Hundred Thousand
      ($24,900,000) Dollars of even date herewith, and (b) and that certain Mortgage
      and Security Agreement, as amended by that certain Mortgage and Security
      Agreement of even date herewith, filed in the County of Polk, State of Florida
      which was given as security for the repayment of said Promissory Note (the
      “Costa
      II Loan Documents”)
      will
      also constitute a default under the terms and conditions of the Loan and will
      entitle Mortgagee to all rights and remedies available to Lender under the
      Costa
      II Loan Documents. It is further understood and agreed that in the event
      Mortgagor defaults (beyond any applicable grace periods) under the terms and
      conditions of the Loan or any of the Loan Documents executed or delivered in
      connection with the Loan, Mortgagee shall have the right to declare the Costa
      II
      Loan in default and accelerate same and avail itself of any rights and remedies
      thereunder. Mortgagor shall execute any and all documents necessary to
      effectuate such cross-collateralization. 

     

     

     

    


    
      
        
           

           

          
          

        

        
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    Section
      6.29 SPECIAL
      STATE PROVISIONS


    (a) Secured
      Indebtedness, Future Advances.
      It is
      understood and agreed that this Mortgage shall secure payment of not only the
      indebtedness evidenced by the Note but also any and all substitutions,
      replacements, renewals and extensions of the Note, any and all indebtedness
      and
      obligations arising pursuant to the terms hereof and any and all indebtedness
      and obligations arising pursuant to the terms of any of the other Loan
      Documents, all of which indebtedness is equally secured with and has the same
      priority as any amounts advanced as of the date hereof. This Mortgage is given
      to secure not only the existing indebtedness of FOUR
      MILLION FOUR HUNDRED FIFTY THOUSAND ($4,450,000) DOLLARS
      of the
      Mortgagor to the Mortgagee evidenced by the Note secured hereby, plus interest
      thereon. 

     

    (b) Mortgagor
      hereby verifies and confirms, to the best of its knowledge, all factual
      information in this Mortgage, including the accuracy and correctness of the
      legal description set forth herein. In the event any factual errors are found
      in
      this Mortgage or in the legal description, Mortgagor and the Mortgagee shall,
      at
      Mortgagor's sole cost and expense, promptly correct or cause to be corrected
      subsequent to the date hereof any and all such errors. Mortgagor shall promptly
      pay or cause to be paid all damages, claims or any other costs whatsoever
      arising under or in any way connected with any claim, whether or not valid,
      arising under or in any way connected with Section 697.10 of the Florida
      Statutes, or any similar law due to or caused by any inaccuracy or incorrectness
      of factual information or inaccuracy or incorrectness of the legal description
      set forth herein. Notwithstanding the foregoing, all rights of Mortgagor and
      Mortgagee are preserved against Mortgagor's and Mortgagee's title insurers,
      the
      surveyor, the engineer, if any, and the appraiser, if any, and, after payment
      is
      made by Mortgagor, Mortgagor shall be subrogated to such rights.

     

    MORTGAGOR
      HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED WITHOUT CHARGE A TRUE COPY OF THIS
      MORTGAGE.

     

    [Signatures
      follow on the next page.]

     

    


    
      
        
           

           

          
          

        

        
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    IN
      WITNESS WHEREOF, Mortgagor has executed this Mortgage and Security Agreement
      as
      of the date first above written.

     

    
      	
              WITNESS:

               

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              MORTGAGOR:

               

              COSTA
                BLANCA I REAL ESTATE, LLC,
                a
                Florida limited liability company

               

              By:
                Tierra del Sol Resort (Phase 1), Ltd., a Florida limited partnership,
                its
                manager

               

              By:
                TDS Management, LLC, a Florida limited liability company, its general
                partner

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Manager

               

            


    

    


     

    
      	
              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    I
      certify
      that on June 20, 2007, Malcolm J. Wright came before me in person and
      stated to my satisfaction that he/she:

     

    (a) made
      the
      attached instrument; and

     

    (b) was
      authorized to and did execute this instrument on behalf of and as Manager of
      TDS
      MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
      TIERRA DEL SOL RESORT (PHASE 1), LTD., a Florida limited partnership, the
      Manager of COSTA BLANCA I REAL ESTATE, LLC, a Florida limited liability company
      (the “Company”), the entity named in this instrument, as the free act and deed
      of the Company, by virtue of the authority granted by its operating agreement
      and its members.

     

     

    /s/
      J.K. Hudson

    NOTARY
      PUBLIC

    


    


    
      
        
           

           

          
          

        

        
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    EXHIBITS:

     

    A
      -
      Property Description

     

    B
      -
      Permitted Encumbrances

     

    C
      -
      Intentionally Deleted

     

    D
      - Form
      of Subordination Agreement

     

    


    


    
      
        
          
            


             

          

          
          

        

        
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    EXHIBIT
      A

     

    PROPERTY
      DESCRIPTION

     

    


    


    
      
        
          
             

          

          
          

        

        
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    EXHIBIT
      B

     

    PERMITTED
      ENCUMBRANCES

     

    Those
      items listed in Schedule B, Section II of the title commitment/proforma issued
      by First American Title Insurance Company under Title Commitment
      on ___________.

     

    


     

    


    
      
        
          
             

             

          

          
          

        

        
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    EXHIBIT
      C

     

    Intentionally
      Deleted

     

    


     

    


    
      
        
          
             

          

          
          

        

        
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    EXHIBIT
      D

     

    FORM
      OF SUBORDINATION AGREEMENT

     

     

     

     

     

     

     

     

     

     

    
      
        
           

        

      

      
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