to be entered


    
      

    

    Exhibit
      10.140

     

    
 

    This
      instrument prepared by

    and
      return recorded instrument to:

    


    Berry
      J.
      Walker, Jr., Esquire

    Walker
      & Tudhope, P.A.

    1053
      Maitland Center Commons Blvd., Suite 200

    Maitland,
      FL 32751

    Phone
      Number: 407-478-1866

    Fax
      Number 407-478-1865

    


    


    


    


    


    Mortgage
      and Security Agreement

    


    


    THIS
      MORTGAGE AND SECURITY AGREEMENT
      (the
“Mortgage”),
      dated
January
      3, 2006,
      is
      executed and delivered by
      Reedy Creek Acquisition Company, LLC, a Florida Limited Liability
      Company,
      having a
      mailing address of 1053 Maitland Center Commons Blvd., Suite 200, Maitland,
      FL
      32751 (referred to herein as “Mortgagor”
      or as “Borrower”),
      to and
      in favor of does hereby assign to Bankers
      Credit Corporation, a Florida Corporation, (the
      “Mortgagee”),
      having its principal place of business at 1053 Maitland Center Commons Blvd.,
      Suite 200, Maitland, FL 32751 (referred to herein as “Mortgagee”),
      under
      the circumstances summarized in the following recitals:

    


    A Mortgagor
      has executed and delivered to Mortgagee a certain Real Estate Promissory Note
      of
      even date herewith in the principal amount of Seven
      Million and 00/100 dollars ($7,000,000.00) (hereinafter
      referred to as the “Note”).

    


    B This
      Mortgage is intended to secure the payment of the unpaid principal balance
      of
      the Note, together with interest as therein provided and any other obligations
      of the Borrower pursuant to the Note, this Mortgage or any other documents
      executed simultaneously or contemporaneously therewith of even date herewith
      between Borrower and Mortgagee (the “Loan
      Documents”).

    


    C It
      is
      intended that this Mortgage may secure unpaid balances of loan advances made
      after this Mortgage is delivered to the Osceola
      County
      Clerk’s
      Office; provided, however, that the maximum amount of the unpaid indebtedness
      secured hereby (exclusive of interest thereon, and advances for the payment
      of
      taxes, assessments, insurance premiums or costs for the protection of the
      Mortgaged Property as hereinafter defined), shall not exceed twice the face
      amount of the Note secured hereby.

    


    NOW,
      THEREFORE,
      in
      consideration of the loan made by Mortgagee to Mortgagor, as evidenced by the
      Note, and for other valuable consideration, the receipt and sufficiency of
      which
      are hereby acknowledged, and for the purpose of securing:
      (i)
      all
      payments to be made by Mortgagor pursuant to the Note and this Mortgage, (ii)
      any
      amounts advanced or costs incurred by Mortgagee for the protection of the
      Mortgaged Property (as hereinafter defined) or the enforcement of this Mortgage,
      the Note or the Loan Documents, (iii)
      the
      repayment of any future advances, with interest thereon, made to Mortgagor
      by
      Mortgagee pursuant hereto, (iv)
      the
      performance and observance of each covenant and agreement of Mortgagor contained
      in this Mortgage, the Note or the Loan Documents, and (v)
      the
      payment and performance of Mortgagor under any other loans or agreements between
      Mortgagor and Mortgagee, Mortgagor does hereby grant, bargain, sell, convey,
      mortgage, assign, grant a security interest in and transfer unto Mortgagee,
      its
      successors and assigns, the following property (the “Mortgaged
      Property”):

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    (a) the
      land
      described in Exhibit
      “A”
      attached
      hereto, together with all buildings, structures, additions, improvements,
      facilities and fixtures and other property, now or hereafter located in, upon
      or
      under or based at, such land (the “Premises”);

    


    (b) all
      easements, rights of way or use, licenses, privileges, franchises, servitudes,
      tenements, hereditaments and appurtenances now or hereafter belonging or in
      anywise appertaining thereto, including, without limitation, all rights, title
      and interest of Mortgagor in any street, alley or sidewalk, open or proposed,
      and in front of, adjoining or adjacent or contiguous thereto;

    


    (c) the
      proceeds from any insurance or condemnation award pertaining thereto or
      compensation in lieu thereof, including, but not limited to, any award or
      compensation for the alteration of the grade of any street or any other injury
      to or decrease in the value of the Mortgaged

    Property;

    


    (d) all
      of
      Mortgagor’s right, title, interest, estate, claim or demand, either at law or in
      equity, in and to all architectural, engineering and similar plans,
      specifications, drawings, renderings, profiles, studies, shop drawings, reports,
      plats, permits and allocations, agreements for utilities, bonds and sureties,
      relating to the Premises or the improvements or appurtenant facilities erected
      or to be erected upon or about the Premises;

    


    (e) all
      proceeds of the conversion, voluntary or involuntary, of any of the foregoing
      into cash or liquidated claims, including, without limitation, the proceeds
      of
      insurance;

    


    (f) all
      contracts and other agreements for the sale of all or any part of the Premises
      or the improvements thereon now or hereafter entered into by Mortgagor, and
      all
      rights, title
      and
      interest of Mortgagor thereunder, including, without limitation, all rights,
      title and interest of Mortgagor in cash or securities deposited thereunder
      to
      secure performance by the contract purchasers of their obligations thereunder,
      and including, without limitation, the right to receive and collect the proceeds
      thereof;

    


    (g) all
      of
      Mortgagor’s rights, powers and privileges (but not the burdens and obligations)
      under any construction contract or architect’s (or engineer’s) agreement now or
      hereafter entered into by Mortgagor, and all bonds and surety agreements, if
      any, related thereto;

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
                                
      (h) all
      contracts and other agreements, if any, relating to the sale, lease, brokerage,
      development, management, maintenance and/or operation of the Mortgaged Property
      (or of any part thereof) or otherwise pertaining thereto;

    


    (i) all
      rights of Mortgagor under any commitment for any other loan secured by the
      Mortgaged Property;

    


    (j) all
      rights, title and interest of Mortgagor in all trade names, trademarks and/or
      service marks hereinafter used in connection with Mortgaged Property and all
      contract rights and contracts, general intangibles, actions and rights of
      action, deposits, prepaid expenses, permits, licenses owned by Mortgagor and
      used in connection with or related to the Mortgaged Property;

    


    (k) all
      machinery, apparatus, equipment, fittings, fixtures and articles of personal
      property of every kind and nature whatsoever, other than consumable goods,
      now
      or hereafter located in or upon the Premises or any part thereof owned by
      Mortgagor and used or usable in connection with any present or future operation
      of the Premises (hereinafter collectively called “Equipment”),
      including, but without limiting the generality of the foregoing, all heating,
      lighting, laundry, incinerating, plumbing, lifting, cleaning, fire-prevention,
      fire-extinguishing, refrigerating, ventilating, communications, recreation,
      air
      conditioning and air cooling equipment or apparatus, engines, pipes, pumps,
      tanks, motors, conduits, shades, awnings, screens, storm doors and windows,
      stoves, wall beds, refrigerators, attached cabinets, partitions, ducts and
      compressors, and all of the right, title and interest of Mortgagor in and to
      any
      equipment which may be subject to any conditional bill of sale, chattel mortgage
      or security interest superior to the lien and security interest

    established
      by this Mortgage;

    


    (l) all
      proceeds, additions, replacements and substitutions of and to any of the
      foregoing.

    


    TO
      HAVE AND TO HOLD
      the
      Mortgaged Property unto Mortgagee, its successors and assigns,
      forever.

    


    AND
      IT IS HEREBY COVENANTED,
      that
      this Mortgage is given and the Mortgaged Property is to be held upon and subject
      to the terms, provision and conditions herein set forth.

    


    Section
      2
       Representations
      and Warranties.
      Mortgagor represents and warrants that (i)
      Mortgagor is lawfully seized with good and marketable title in fee simple
      absolute to the Premises free and clear of all liens and encumbrances
      whatsoever, except taxes and assessments, general and special, not delinquent,
      zoning ordinances, and except for those matters set forth in the title insurance
      commitment issued incidental to the making of the loan (hereinafter
“Permitted
      Prior Encumbrances”),
      and
      has good and marketable title to all personal property included in the Mortgaged
      Property, subject only to the Permitted Prior Encumbrances; (ii)
      it has
      full right, power and authority to bargain, sell, mortgage and convey the
      Mortgaged Property as herein provided; and (iii)
      except
      as expressly provided above, it will warrant and defend to Mortgagee such title
      to the Mortgaged Property and the lien and interest of Mortgagee therein and
      thereon against all claims and demands whatsoever and will maintain the priority
      of the lien of, and the security interest granted by, this Mortgage upon the
      Mortgaged Property until the Note is fully paid. Mortgagor further warrants
      that
      construction of the improvements and the use and operation of the Mortgaged
      Premises as contemplated by Mortgagor’s loan application and the Loan Documents
      are permitted by all applicable building, environmental and zoning laws,
      statutes, resolutions and ordinances.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Section
      3
       After-acquired
      Property.
      All
      property of every kind acquired by Mortgagor after the date hereof, and located
      at, on or under the Premises, shall, without further mortgage, conveyance or
      assignment, become subject to the lien of this Mortgage as fully as though
      now
      owned by Mortgagor and specifically described herein. Nevertheless, Mortgagor
      shall take such actions and execute and deliver such additional instruments
      as
      Mortgagee shall reasonably require to further evidence or confirm the subjection
      to the lien of this Mortgage of any such property.

    


    Section
      4 
      Payment
      of Indebtedness.
      Borrower will pay the indebtedness secured hereby in the manner and at the
      times
      provided in the Note, and, until the Note is fully paid, will comply with all
      the covenants, terms and provisions contained herein, in the Loan Documents
      and
      in the loan application and conditions of approval (or any modification or
      amendments thereto). 

    


    Section
      5
       Future
      Advance Mortgage.
      This
      Mortgage is intended to secure the unpaid balances of loan advances to be made
      under the Note after this Mortgage has been delivered to the Office of the
      Marion
      County
      Clerk
      for recordation. The maximum amount of the unpaid indebtedness secured hereby,
      exclusive of interest thereon and advances made for the payment of taxes,
      assessments, insurance premiums and costs incurred for the protection of the
      Mortgaged Property, which may be outstanding at any time is the amount set
      forth
      in Paragraph C on page 1 hereof.

    


    Section
      6
       Commercial
      Code and Financing Statement.
      This
      Mortgage constitutes a security agreement and creates a security interest as
      to
      all or any part of the Mortgaged Property which is of a nature that a security
      interest therein can be perfected under the Uniform Commercial Code from time
      to
      time in effect in the State in which the Mortgaged Property is located. This
      Mortgage also constitutes a financing statement with respect to any and all
      property included in the Mortgaged Property which are or may become
      fixtures.

    


    Section
      7
       Maintenance
      and Use of Mortgaged Property.
      Mortgagor , at its expense, shall keep the Mortgaged Property in good order
      and
      in a clean and safe condition (ordinary wear and tear excepted) and shall make
      all necessary or appropriate repairs, replacements and renewals thereof,
      interior, exterior, structural and non-structural, ordinary and extraordinary,
      foreseen and unforeseen. Mortgagor will not do, or permit to be done, any act
      or
      thing which might impair the value or usefulness of the Mortgaged Property
      or
      any part thereof, will not commit or permit any waste of the Mortgaged Property
      or any part thereof, and will not permit any unlawful occupation, business
      or
      trade to be conducted on the Mortgaged Property or any part thereof. Mortgagor
      shall also, at its expense, promptly comply with all rights of way, privileges,
      franchises, servitudes, licenses, easements, tenements, hereditaments, and
      appurtenances being a part of, or burdening, the Mortgaged
      Property.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Section
      8 
      Compliance
      with Legal and Insurance Requirements.
      Mortgagor, at its expense, shall promptly comply with all Legal Requirements
      and
      Insurance Requirements, and shall procure, maintain and comply with all permits,
      licenses and other authorizations required for the construction, installation,
      operation, maintenance and use of the Mortgaged Property. As used in this
      Section 8, “Legal
      Requirements”
means
      all laws, statutes, codes, acts, ordinances, resolutions, orders, judgments,
      decrees, injunctions, rules, regulations, permits, licenses, authorizations,
      directions and requirements of all governmental entities, departments,
      commissions, boards, courts, authorities, agencies, officials and officers,
      which now or at any time hereafter may be applicable to the Mortgaged Property
      or any part thereof, or any use or condition of the Mortgaged Property or any
      part thereof, and “Insurance
      Requirements”
means
      all provisions of any insurance policy covering or applicable to the Mortgaged
      Property or any part thereof, all requirements of the issuer of any such policy,
      and all orders, rules, regulations and other requirements of the National Board
      of Fire Underwriters (or any other body exercising similar functions) applicable
      to or affecting the Mortgaged Property or any part thereof, or any use or
      condition thereof. Mortgagor may, at its expense, and after prior written notice
      to Mortgagee, contest in good faith by appropriate legal proceedings any Legal
      Requirement and postpone compliance therewith pending the resolution or
      settlement of such contest provided that (i)
      such
      postponement does not, in the opinion of Mortgagee, adversely affect the
      condition, or value of, or the lien of this Mortgage as to any part of the
      Mortgaged Property, and (ii)
      Mortgagor shall deposit in escrow with Mortgagee pending such contest monies
      sufficient in amount to cover the cost of compliance of any Legal Requirement
      so
      contested.

    


    Section
      9
       Alteration,
      Additions and Demolition.
      Mortgagor may, at its expense, make from time to time any additions,
      modifications or improvements to the Mortgaged Property to the extent and in
      the
      manner set forth in the Loan Documents. All additions, modifications and
      improvements so made by Mortgagor shall become or be deemed to constitute a
      part
      of the Mortgaged Property. No building or improvements or any part thereof
      may
      be removed or demolished without the prior written consent of
      Mortgagee.

    


    Section
      10
       Payment
      of Taxes and Other Governmental Charges.
      Mortgagor shall pay promptly when due all taxes, assessments (whether general
      or
      special), and other governmental charges of any kind whatsoever, foreseen or
      unforeseen, ordinary or extraordinary, that now or may at any time hereafter
      be
      imposed, assessed or levied against or with respect to the Note, this Mortgage,
      or the Mortgaged Property or any part thereof (including, without limitation,
      any taxes levied upon or with respect to the revenues, income or profits of
      Mortgagor from the Mortgaged Property) or upon Mortgagee’s interest therein
      (without regard to any law heretofore or hereafter enacted imposing payment
      of
      the whole or any part thereof upon Mortgagee).

    


    Mortgagor
      may, at its expense, and after prior notice to Mortgagee, by appropriate
      proceedings, diligently prosecute, contest in good faith the validity or amount
      of any such taxes, assessments and other charges and, during the period of
      such
      contest, permit the items so contested to remain unpaid. However, if at any
      time
      Mortgagee shall notify Mortgagor that, in its opinion, by nonpayment of any
      such
      items the lien of the Mortgage as to any part of the Mortgaged Property will
      be
      adversely affected, Mortgagor shall promptly pay such taxes, assessments or
      charges. During the period when the taxes, assessments or other charges so
      contested remain unpaid, Mortgagor shall deposit in escrow with Mortgagee monies
      equal in amount to the amount of such contested taxes, assessments or
      charges.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Section
      11
      Required
      Insurance Coverage.
      

    


    a     Mortgagor
      shall keep the buildings, improvements and Equipment constituting the Mortgaged
      Property continuously insured for the benefit of Mortgagee against loss or
      damage by fire and other hazards included in a standard fire insurance policy
      with extended coverage endorsement in an amount equal to the greater of
(i)
      the then
      replacement value of the Mortgaged Property with an inflation rider (excluding
      such amounts as are not insured by standard fire insurance policies, such as
      excavations, underground foundations, piping, underground utilities, footings
      below ground level and architects’ fees relating to repair or restoration
      resulting from damage covered by such insurance), or (ii)
      the sum
      of the total unpaid principal balance of the Note outstanding plus interest
      for
      the next succeeding twelve month period; but in no event shall the amount of
      such insurance be less than that required to avoid co-insurance. The loss
      deductible provision for any such insurance shall not exceed One Thousand and
      no/100 Dollars ($1,000.00).

    


    b     Mortgagor
      shall obtain and continuously maintain single limit comprehensive general
      accident and public liability insurance in minimum amounts of One Million and
      no/100 Dollars ($1,000,000.00) with a loss deductible clause not to exceed
      Five
      Thousand and no/100 Dollars ($5,000.00) and naming Mortgagee as an additional
      insured, and Mortgagee may, in its discretion, require such increases in
      coverage as it deems necessary or advisable as a result of the operations
      conducted by Mortgagor on the Mortgaged Property and/or the insurance coverage
      carried by other entities conducing similar operations.

    


    c     All
      insurance required to be obtained and maintained pursuant to this Mortgage
      shall
      be obtained from generally recognized, responsible insurance companies qualified
      or licensed to transact business in the State in which the Mortgaged Property
      is
      located and otherwise satisfactory to Mortgagee. Each policy of insurance shall
      not be subject to cancellation or substantial modification without at least
      thirty (30) days prior written notice to Mortgagee.

    


    d     Mortgagor
      shall deposit with Mortgagee all such policies of insurance or, at the option
      of
      Mortgagee, binders, certificates or other evidence satisfactory to Mortgagee
      that (i)
      the
      insurance required hereby has been obtained and is in full force and effect,
      and
(ii)
      all
      premiums thereon have been paid in full. Prior to the expiration of any such
      insurance, Mortgagor shall furnish Mortgagee with evidence satisfactory to
      Mortgagee that such insurance has been renewed or replaced and that all premiums
      thereon have been paid in full, and all insurance policies required hereby
      are
      in full force and effect.

    


    e     Mortgagor
      hereby assigns to Mortgagee all of Mortgagor’s rights, title and interest in and
      to all such policies of insurance and in and to any insurance proceeds resulting
      therefrom to the full extent of the indebtedness secured hereby, and further
      authorizes and directs the insurer to pay any and all such proceeds directly
      to
      Mortgagee. Mortgagee may, at its option, collect, adjust and compromise any
      claims under any such insurance policies. In the event of a foreclosure of
      the
      Mortgage, the purchaser of the Mortgaged Property shall succeed to all the
      rights of Mortgagor (including any right to unearned premiums) in and to all
      policies of insurance assigned to Mortgagee pursuant hereto.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    f    Mortgagor
      shall maintain or cause to be maintained in connection with the Mortgaged
      Property any worker’s compensation coverage required by the laws of the State of
      Florida.

    


    Section
      12 
       Taxes
      and Insurance Premiums.
      

    


    a     In
      order
      to more fully protect the security of this Mortgage, if Mortgagee shall so
      elect
      at any time after the occurrence of any Event of Default or an event which
      with
      notice or lapse of time or both would constitute an Event of Default (as defined
      in Section 20), Mortgagor shall pay to Mortgagee, together with and in addition
      to each payment of interest required by the Note, one-twelfth (1/12th) of the
      amount (as estimated by Mortgagee) of the annual taxes and annual insurance
      premiums next becoming due and payable with respect to the Mortgaged Property
      and the policies of insurance referred to in this Mortgage, and Mortgagor shall
      also pay to Mortgagee on demand therefor the amount by which the actual taxes
      and insurance premiums exceed payments actually made pursuant hereto. Any unpaid
      balance of advances by Mortgagee for taxes and/or insurance premiums shall
      bear
      interest at the Default Rate (as hereinafter defined) and, together with such
      interest, shall be secured by this Mortgage.

    


    b     So
      long
      as Mortgagor is not in default hereunder, Mortgagee shall apply all of the
      payments received by it pursuant to this Section to the relevant taxes and
      insurance premiums, but nothing herein shall obligate Mortgagee to apply such
      payments more often than semi-annually on account of taxes or more often than
      annually on account of insurance premiums; provided, however, that if, before
      any such payments have been so applied to the payment of taxes and/or insurance
      premiums, Mortgagor shall be in default hereunder, Mortgagee may, at its sole
      option, apply any or all such amounts towards the payment of principal and/or
      interest in default. Mortgagor shall transmit to Mortgagee all relevant bills,
      notices or invoices for taxes and assessments or insurance premiums promptly
      after receipt thereof by Mortgagor. Mortgagee shall not be considered to be
      a
      fiduciary with respect to any amounts paid to or received by it pursuant to
      the
      terms of this Section and shall not be liable for the payment of interest on
      all
      or any part of such funds.

    


    Section
      13  
      Disposition
      of Mortgaged Property; Liens and Encumbrances.
      Except
      in the ordinary course of business (which includes the development and sale
      of
      residential lots), Mortgagor shall not sell, convey, assign, transfer, lease,
      or
      dispose of all or any part of the Mortgaged Property, or any interest therein,
      or enter into any agreement for any of the foregoing, in each case without
      the
      prior written consent of Mortgagee. Mortgagor shall not directly or indirectly
      create or permit to remain, and will promptly discharge, any mortgage, lien,
      encumbrance or charge on, pledge or, security interest in or conditional sale
      or
      other title retention agreement with respect to all or any part of the Mortgaged
      Property, or any interest therein, or any revenues, income or profit or other
      sums arising from the Mortgaged Property or any part thereof (including, without
      limitation, any lien, encumbrance or charge as a result of operation of law)
      other than (i)
      the lien
      and security interest of this Mortgage; (ii)
      liens
      for taxes, assessments and other governmental charges which are not at the
      time
      required to be paid pursuant to Section 10 hereof; (iii)
      liens
      attaching thereto to the extent permitted by Section 16 hereof; (iv)
      the
      Permitted Prior Encumbrances specified in Section 1 hereof, if any; and
(v)
      the
      Permitted Prior Encumbrances.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Section
      14 
       Mechanics’
      and Other Liens.
      Mortgagor shall not permit any mechanics’ or other liens to be filed or to exist
      against the Mortgaged Property or any part thereof, and Mortgagor shall, within
      forty-five (45) days after notice of the filing of any such lien, cause the
      same
      to be discharged of record by payment, deposit, bond, order of a Court of
      competent jurisdiction or otherwise.

    


    Section
      15 
       No
      Claims Against Mortgagee.
      Nothing
      contained in this Mortgage shall be construed as a request by Mortgagee,
      expressed or implied, for the performance of any labor or services or the
      furnishing of any materials or other property with respect to the Mortgaged
      Property or any part thereof, or be construed to give Mortgagee any right,
      power
      or authority to contract for or permit the performance of any labor or services
      or the furnishing of any materials or other property with respect to the
      Mortgaged Property or any part thereof, or to be construed to give the Mortgagor
      any right, power or authority to contract for or permit the performance of
      any
      labor or services or the furnishing of any materials or other property on behalf
      of Mortgagee, or in such manner as to provide the basis for any claim either
      against Mortgagee or that any lien based on the performance of such labor or
      services or the furnishing of any such material or other property is prior
      to
      the lien of this Mortgage.

    


    Section
      16 
       Damage,
      Destruction, Eminent Domain.
      

    


    a     Mortgagor
      shall promptly notify Mortgagee in writing of any damage to or destruction
      of
      any part of the Mortgaged Property, including a description of the nature,
      extent and date of the damage, the estimated cost of repair, and estimated
      net
      proceeds of insurance. Mortgagor shall promptly notify Mortgagee in writing
      of
      any proposed, threatened or actual taking or injury to any part of the Mortgaged
      Property pursuant to the use of the power of eminent domain, including a
      description of the nature, extent and date of the taking or proposed taking
      and
      the estimated net proceeds of the condemnation award, or price for conveyance
      under threat of condemnation. 

    


        ) Mortgagor
      hereby assigns to Mortgagee all of Mortgagor’s right, title and interest in and
      to any and all such proceeds of insurance and/or eminent domain awards
      (including any amount paid for a conveyance under threat of condemnation),
      and
      all such proceeds shall be paid to Mortgagee for application to Mortgagee’s
      costs of collection, any amounts then due pursuant to the note, the Loan
      Documents or this Mortgage, and then to the prepayment without premium of
      principal of the Note; provided, however, that subject to paragraph (c) below,
      and so long as no Event of Default (as defined hereinafter), or event which
      with
      notice or lapse of time or both would constitute an Event of Default (as defined
      hereinafter), or event which with notice or lapse of time or both would
      constitute an Event of Default, has occurred, the Mortgage shall permit all
      or
      any part of such insurance proceeds to be used for the purpose of repairing,
      replacing, restoring and rebuilding the Mortgaged Property as nearly as
      practicable to the value, condition and character thereof immediately prior
      to
      such damage or destruction, with such changes or alterations, however, as
      Mortgagor may deem necessary for proper use or operation of the Mortgaged
      Property and as may be approved by Mortgagee , in accordance with Section 18
      (e)
      hereof.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    c     If
      (i)
      any
      building being part of the Mortgaged Property is damaged or destroyed to such
      an
      extent that (a)
      it
      cannot be reasonably repaired, replaced or restored within a period of three
      (3)
      months to the condition thereof immediately preceding such damage or
      destruction, or (b)
      normal
      use and operation of the Mortgaged Property is prevented for a period of three
      (3) months, then, in any of such events, Mortgagee may at its sole option,
      and
      within thirty (30) days after receiving notice of any such events, declare
      the
      entire indebtedness secured hereby to be due and payable on a date not earlier
      than thirty (30) days after the date of such declaration, and thereupon the
      entire amount of said indebtedness shall be due and payable without premium
      on
      such date, and shall thereafter bear interest at the Default Rate (as
      hereinafter defined).

    


    d     All
      prepayments of principal pursuant to paragraph (b) of this Section shall be
      made
      without premium or penalty in the inverse order of the maturity thereof, and
      shall not reduce the periodic installments thereafter becoming due.

    


    e     Unless
      any damage or destruction results in the exercise by Mortgagee of its option
      pursuant to paragraph (c) of this Section, Mortgagor shall, regardless of the
      adequacy or availability of insurance proceeds, if any, promptly commence and
      complete the restoration, repair, replacement and rebuilding of the Mortgaged
      Property as nearly as practicable to the value, condition and character thereof
      immediately prior to such damage or destruction. Unless any taking results
      in
      the exercise by Mortgagee of its option pursuant to paragraph (c) of this
      Section, Mortgagor shall, regardless of the adequacy or availability of proceeds
      of condemnation therefore, if any, promptly commence and complete the
      restoration, repair, replacement and rebuilding of the Mortgaged Property as
      nearly as practicable to the value, condition and character thereof immediately
      prior to such taking. If no Event of Default as hereinafter defined or event
      which with notice, lapse of time, or both would constitute an Event of Default
      has occurred, Mortgagee shall make any insurance proceeds available for any
      such
      repair or restoration, and shall disburse such funds as work progresses in
      accordance with and subject to Mortgagee’s then normal and customary
      construction loan disbursement practices and procedures, provided that Mortgagee
      may require Mortgagor to deposit with Mortgagee, for disbursement prior to
      the
      disbursement of any such insurance proceeds, the amount in addition to such
      available net proceeds of insurance that will be required (in Mortgagee’s
      judgment) to complete such repair or restoration, or to provide Mortgagee with
      evidence satisfactory to Mortgagee that such additional funds are available
      for
      such purposes.

    


    Section
      17   Leases.
      Mortgagor shall not enter into any lease of all or any part of the Mortgaged
      Property (“Lease”)
      except
      with the prior written consent of Mortgagee and pursuant to lease terms in
      form
      and substance satisfactory to Mortgagee. Unless otherwise provided by written
      instrument signed by Mortgagee, any and all Leases shall be subordinated to
      the
      Mortgage. This Mortgage constitutes an absolute and present assignment of all
      rentals, income and other revenues payable under or derived from any and all
      Leases, subject only to the conditional license granted by Mortgagee to
      Mortgagor to collect such rentals, income and revenues during such times as
      no
      Event of Default shall have occurred hereunder. 

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Mortgagor
      will perform, fulfill, comply with the right or power to, as against Mortgagee
      without its consent, cancel, terminate, abridge or modify any Lease, accept
      a
      surrender thereof or accept prepayments of installments of rent or other sums
      due or to become due thereunder.

    


    Section
      18 
       Inspection.
      Mortgagee, its agents and employees, shall have the right to enter upon and
      inspect the Mortgaged Property at any and all reasonable times for the
      protection of its interest in the Mortgaged Property and for such other purposes
      as may in Mortgagee’s sole discretion be necessary or desirable in connection
      with the exercise of its rights hereunder or under the Loan
      Documents.

    


    Section
      19 
       Indemnification.
      Mortgagor will protect, indemnify and save harmless Mortgagee, its officers,
      directors, agents, and employees, 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, incurred by or asserted against Mortgagee or any of such persons by reason
      of (a)
      ownership of any interest in the Mortgaged Property or any part thereof,
(b)
      any
      accident, injury to or death of person or loss of or damage to property
      occurring on or about the Mortgaged Property or any part thereof or the
      adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways,
      (c)
      any use,
      disuse or condition of the Mortgaged Property or any part thereof, or the
      adjoining sidewalks, curbs, vaults and vault space, if any, or any streets
      or
      ways, (d)
      any
      failure on the part of Mortgagor to perform or comply with any of the terms
      hereof or of the Loan Documents or any inaccuracy of any representation or
      warranty made by Mortgagor herein or in the Loan Documents, (e)
      any
      necessity to defend any of the rights, title or interest conveyed by this
      Mortgage, (f)
      the
      performance of any labor or services or the furnishing of any materials or
      other
      property in respect to the Mortgaged Property or any part thereof, or
(g)
      any
      subsidence or erosion of any part of the surface of the Mortgaged Premises,
      including any shoreline or any bank of any river, stream, creek, lake, ocean
      or
      other water source. If any action, suit or proceeding is brought against
      Mortgagee , or any of its officers, directors, agents or employees, for any
      reason, Mortgagor, upon the request of such party, will, at Mortgagor’s expense,
      cause such action, suit or proceeding to be resisted and defended by counsel
      satisfactory to Mortgagee or such person. Any amounts payable to an indemnified
      party under this Section which are not paid within ten (10) days after written
      demand therefor shall bear interest at the Default Rate (as hereinafter defined)
      from the date of such demand, and such amounts, together with such interest,
      shall be indebtedness secured by this Mortgage. The obligations of Mortgagor
      under this Section shall survive any defeasance of the Mortgage.

    


    Section
      20  
      Events
      of Default.
      Any one
      or more of the following events shall be an “Event
      of Default”
under
      this Mortgage:

    


    a     failure
      by Mortgagor to pay any installment of principal, interest or premium under
      the
      Note or any other indebtedness secured hereby as and when the same becomes
      due
      and payable;

    


    b     failure
      by Mortgagor to observe or perform any other term, covenant or agreement
      contained herein, in the Loan Documents, in the loan application or the
      conditions of approval thereof, or in any other instrument held by Mortgagee
      as
      security for the Note; provided, however, that if the failure is other than
      the
      payment of money, or maintenance of insurance, and such failure: (i)
      is not
      intentional or grossly negligent on the part of Mortgagor, (ii)
      does not
      involve a breach of Section 15 or Section 16 of this Mortgage, and
(iii)
      does not
      constitute an emergency in the sole opinion of Mortgagee, such failure shall
      not
      constitute an Event of Default if: (i)
      Borrower
      institutes curative action and pursues such action to completion within thirty
      (30) days after written notice thereof has been given to Borrower by Mortgagee;
      or (ii)
      the
      failure can be corrected, but not within thirty (30) days after written notice
      thereof has been given to Borrower by Mortgagee, and Borrower has within the
      aforesaid thirty (30) days instituted curative action and diligently and
      continuously pursues such action to completion, provided that such failure
      shall
      become an Event of Default if it is not cured within ninety (90) days after
      such
      notice;

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    c     Mortgagor
      or any guarantor shall: (i)
      admit in
      writing its or his inability to pay its or his debts generally as they become
      due; (ii)
      have an
      order for relief entered in any case commenced by or against it or him under
      the
      Federal bankruptcy laws, as now or hereafter in effect; (iii)
      commence
      a proceeding under any other Federal or state bankruptcy, insolvency,
      reorganization or other similar law, or have such a proceeding commenced against
      it or him and either have an order of insolvency or reorganization entered
      against it or him or have the proceeding remain undismissed and unstayed for
      sixty (60) days; (iv)
      make an
      assignment for the benefit of its or his creditors; or (v)
      have a
      receiver or trustee appointed for it or him or for the whole or any substantial
      part of its or his property or for all or any part of the Mortgaged
      Property;

    


    d     failure
      by Mortgagor or any guarantor to pay any indebtedness or to observe or perform
      any terms, covenants or provisions contained in any note, mortgage, agreement
      or
      other obligation to Mortgagee;

    


    e     Mortgagor
      shall cease to exist or to be qualified to do or transact business in the State
      in which the Mortgaged Property is located or be dissolved or shall be party
      to
      a merger or consolidation, shall issue stock of any type or series (if a
      corporation), or shall sell all or substantially all of it assets, or the death
      of any individual being a Borrower or guarantor;

    


    f     if
      any
      share of stock of Mortgagor are issued, sold, transferred, conveyed, assigned,
      mortgaged, pledged, or otherwise disposed of so as to result in change of
      control of Mortgagor, whether voluntarily or by operation of law, and whether
      with or without consideration, or any agreement for any of the foregoing is
      entered into; or, if Mortgagor is a partnership, any general or limited
      partnership interest or other equity interest in the partnership is sold,
      transferred, assigned, conveyed, mortgaged, pledged, or otherwise disposed
      of so
      as to result in change of control of Mortgagor, whether voluntarily or by
      operation of law, and whether with or without consideration, or any agreement
      for any of the foregoing is entered into; 

    


    g     any
      shares of stock of any corporation that is a general partner of Mortgagor or
      a
      general partner of a partnership that is a general partner of Mortgagor are
      issued, sold, transferred, assigned, conveyed, mortgaged, pledged or otherwise
      disposed of so as to result in change of control of the general partner of
      Mortgagor, whether voluntarily or by operation of law, and whether with or
      without consideration, or any agreement for any of the foregoing is entered
      into, executed or delivered, or any general partnership interest in any general
      partnership that is itself a general partner of Mortgagor is sold, transferred,
      assigned, conveyed, mortgaged, pledged or otherwise disposed of, whether
      voluntarily or by operation of law, and whether with our without consideration,
      or any agreement for any of the foregoing is entered into;

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    h     if
      any
      statement or representation contained in the loan application or any financial
      statements or other materials furnished to Mortgagee prior or subsequent to
      the
      making of the loan secured hereby are discovered to have been false or incorrect
      or incomplete; 

    


    i    an
      action
      for foreclosure or marshaling of liens is commenced against all or any part
      of
      the Mortgaged Property; or

    


    j     a
      default
      or Event of Default occurs under any other mortgage or security agreement
      encumbering all or any part of the Mortgaged Property, or in any agreement
      or
      document executed contemporaneously with this Mortgage.

    


    Section
      21  
       Right
      to Cure.
      If
      Mortgagor shall fail to make any payment or perform any act required to be
      made
      or performed under this Mortgage or the Loan Documents, Mortgagee, without
      demand upon Mortgagor and without waiving or releasing any obligation or
      default, may (but shall be under no obligation to) make such payment or perform
      such act for the account and at the expense of Mortgagor and may enter upon
      the
      Mortgaged Property or any part thereof for such purpose and take all such action
      thereon as, in its sole opinion, may be necessary or appropriate therefor,
      all
      without prejudice to any other rights or remedies available to Mortgagee. All
      payments so made by Mortgagee and all costs, fees and expenses incurred in
      connection therewith or in connection with the performance by Mortgagee of
      any
      such act, together with interest thereon at the Default Rate (as hereinafter
      defined) from the date of payment or incurrence, shall constitute additional
      indebtedness secured by this Mortgage and shall be paid by Mortgagor to
      Mortgagee on demand.

    


    Section
      22  
       Remedies.
      If an
      Event of Default shall have occurred, Mortgagee may exercise any or all or
      any
      combination of the remedies conferred upon or reserved to it under this
      Mortgage, the Note, the Loan Documents or any instrument collateral thereto,
      or
      now or hereafter existing at law, or in equity or by statute. Without
      limitation, Mortgagee may (a)
      declare
      the entire unpaid principal balance of the indebtedness secured hereby to be
      immediately due and payable, without notice of demand, the same being expressly
      waived by Mortgagor , and upon such declaration the entire indebtedness secured
      hereby shall become immediately due and payable and shall thereafter bear
      interest at the maximum rate allowed by law, but not to exceed eighteen percent
      (18%) per annum (the “Default
      Rate”);
      (b)
      proceed
      at law or equity to collect all indebtedness secured by this Mortgage then
      due
      hereunder, whether at maturity or by acceleration; (c)
      foreclosure the lien of this Mortgage as against all or any part of the
      Mortgaged Property; and (d)
      exercise
      any rights, powers and remedies it may have as a secured party under the Uniform
      Commercial Code of the State in which the Mortgaged Property is located
      including, without limitation, the option of proceeding as to both personal
      property and fixtures in accordance with Mortgagee’s rights with respect to real
      property.

    


    Section
      23  
       Waiver
      of Appraisement; Valuation.
      Mortgagor hereby waives, to the full extent that it may lawfully do so, the
      benefit of all appraisement, valuation, stay and extension laws now or hereafter
      in force and all rights of marshaling of assets in the event of any sale of
      the
      Mortgaged Property, any part thereof or any interest therein, and any court
      having jurisdiction to foreclose the lien hereto may sell the Mortgaged Property
      (real or personal, or both) as an entirety or in such parcels, lots, manner
      or
      order as Mortgagee in its sole discretion may elect.

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
 

    Section
      24 
       Appointment
      of Receiver.
      If an
      Event of Default shall have occurred, Mortgagee shall be entitled, to the extent
      permitted by law, as a matter of right and without regard to the value or
      condition of the Mortgaged Property or the adequacy thereof as security and
      by
      proceedings with notice to Mortgagor, to the appointment of a receiver for
      all
      or any part of the Mortgaged Property, whether such receivership is incidental
      to a proposed sale of the Mortgaged Property or otherwise.

    


    Section
      25 
       Possession,
      Management and Income; Assignment.
      If an
      Event of Default shall have occurred, Mortgagee, to the extent permitted under
      applicable law, and without notice to Mortgagor, may enter upon and take
      possession of the Mortgaged Property or any part thereof by force, summary
      proceedings, ejectment or otherwise, and may remove Mortgagor and all other
      persons and any and all property therefrom and may hold, operate and manage
      the
      same and receive all revenues, income or profits accruing with respect thereto
      or any part thereof. Mortgagee shall be under no liability for or by reason
      of
      any such taking of possession, entry, removal or holding, operation or
      management, or for the failure to do so.

    


    Section
      26  
      Remedies
      Cumulative.
      Each
      right, power and remedy of Mortgagee provided for in this Mortgage, in the
      Loan
      Documents or now or hereafter existing at law or in equity or by statute or
      otherwise, shall be cumulative and concurrent and shall be in addition to every
      other right, power or remedy provided for in this Mortgage, in the Loan
      Documents or now or hereafter existing at law or in equity or by statue or
      otherwise, and the exercise or beginning of the exercise or partial exercise
      by
      Mortgagee of any one or more of such rights, powers or remedies shall not
      preclude the simultaneous or later exercise by Mortgagee of any or all of such
      other rights, powers or remedies.

    


    Section
      27 
       Provisions
      Subject to Applicable Law.
      All
      rights, powers and remedies provided herein may be exercised only to the extent
      that the exercise thereof does not violate any applicable law, and are intended
      to be limited to the extent necessary so that they will not render this Mortgage
      invalid, unenforceable or not entitled to be recorded, registered or filed
      under
      any applicable law.

    


    Section
      28 
       No
      Waiver by Mortgagee.
      No
      failure by Mortgagee to insist upon the strict performance of any term hereof
      or
      to exercise any right, power or remedy consequent upon a breach thereof shall
      constitute a waiver of any such term or of any such breach. No waiver of any
      breach shall affect or alter this Mortgage, which shall continue in full force
      and effect with respect to any other then existing or subsequent
      breach.

    


    Section
      29 
       Right
      to Sue for Installments.
      Mortgagee shall have the right from time to time to sue for any sums required
      to
      be paid pursuant to the terms of this Mortgage (whether principal, interest,
      taxes, insurance premiums or otherwise) as the same become due, without regard
      to whether or not the principal or any other sums secured hereby shall then
      be
      due and payable, and without prejudice to the right of Mortgagee to accelerate
      the indebtedness secured hereby or to commence an action for foreclosure or
      any
      other action for a default or defaults by Mortgagor existing at the time such
      earlier action was commenced.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Section
      30 
       Additional
      Security.
      Without
      impairment of the lien and rights created by this Mortgage, Mortgagee may accept
      additional security for the indebtedness secured by this Mortgage from Mortgagor
      or (without notice to or the consent of Mortgagor) from any other person or
      persons. Mortgagee may release or subordinate any part of the security for
      the
      indebtedness secured by this Mortgage without in any way impairing or affecting
      the validity or priority of this Mortgage as to the Mortgaged Property not
      specifically released. Mortgagee may resort to the security created by this
      Mortgage or to such additional security in such manner and order as Mortgagee
      may elect, in each case without affecting the lien hereof and the rights
      conferred hereunder.

    


    Section
      31 
       Notices.
      Any
      notice, demand or request required or permitted by this Mortgage shall be in
      writing and shall be deemed to have been sufficiently given at the earlier
      of
      either: (i) when
      personally delivered or (ii)
      at 6:00
      p.m. on the second business day after the day on which it is deposited in the
      United States certified or registered mail, postage prepaid, and addressed
      to
      the address of the party to whom such notice is directed as such address is
      set
      forth at the beginning of this Mortgage, and, in the case of Mortgagee, to
      the
      attention of the Legal Department, or at such other address as any party may
      from time to time notify the other by notice in writing as
      aforesaid.

    


    Section
      32 
       Reimbursement
      of Attorneys’ Fees and Expenses.
      If
      Mortgagee becomes a party to any action, wherein Mortgagee must establish or
      defend the validity or priority of this Mortgage, or if Mortgagee should incur
      expenses (including attorneys’ fees) in connection with the enforcement of this
      Mortgage, the Note, the Loan Documents or any other instrument or document
      collateral thereto, Mortgagor shall reimburse Mortgagee for any and all such
      costs or expenses, together with interest thereon, at the Default Rate from
      the
      date such costs and expenses are incurred, on demand, and all of said amounts,
      including interest, shall constitute indebtedness secured by this Mortgage
      to
      the extent permitted by law.

    


    Section
      33 
       Discharge
      of Mortgage.
      If the
      Note shall have been fully paid and all other sums payable under this Mortgage
      and the Loan Documents by Mortgagor shall have been paid and Mortgagor shall
      have complied with all the terms, conditions and requirements hereof and of
      the
      Loan Documents, then this Mortgage shall be null and void and of no further
      force and effect.

    


    Section
      34 
       Recordation.
      Mortgagor, at its expense, shall cause this Mortgage, any instruments
      supplemental hereto, and financing statement, including all necessary
      amendments, supplements, and appropriate continuation statements, registered
      and
      filed, in such manner and in such places as may be required in order to
      establish, preserve and protect the lien of this Mortgage as a valid, first
      mortgage lien on all real property and fixtures included in the Mortgaged
      Property and a valid, perfected first priority security interest in all fixtures
      included in the Mortgaged Property (including in each such case, without
      limitation, any such properties acquired after the execution hereof). If
      requested by Mortgagee, but in each case not more than once in each calendar
      year, Mortgagor, at its expense, will furnish Mortgagee an opinion of counsel
      satisfactory to Mortgagee specifying the action required and taken by Mortgagor
      to comply with this Section 36 since the date of this Mortgage or the date
      of the most recent such opinion (or stating that no such action is or was
      necessary) and specifying all action which will be required to be required
      to be
      taken in the next succeeding twelve month period.

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Section
      35 
       Further
      Assurances.
      Mortgage will properly execute and deliver, or cause to be executed and
      delivered from time to time, at the request of Mortgagee, all such further
      deeds, conveyances, mortgages, security agreements, financing statements,
      assignments of leases now existing or hereafter entered into, transfers and
      such
      other assurances as Mortgagee shall require for better assuring, mortgaging,
      pledging, assigning and confirming unto Mortgagee all and singular the Mortgaged
      Property and the title thereto.

    


    Section
      36 
       Estoppel
      Affidavits.
      Mortgagor, within ten (10) days after written request from Mortgagee, shall
      furnish a written statement, duly acknowledged, setting forth the unpaid
      principal of, and interest on the indebtedness secured hereby and whether or
      not
      any offsets or defenses exist against such principal and interest.

    


    Section
      37 
       Amendments,
      Changes and Modifications.
      Except
      as otherwise provided in this Mortgage, this Mortgage may not be effectively
      amended, changed, modified, altered or terminated without the prior written
      consent of Mortgagee.

    


    Section
      38 
       Application
      of Interest to Reduce Principal Sums Due.
      In the
      event that any charge, interest or late charge is above the maximum rate
      permitted by law, then any excess amount over the lawful rate shall be applied
      by Mortgagee to reduce the principal sums outstanding under the Note or any
      other amounts due Mortgagee under the Note, Loan Documents or this Mortgage,
      in
      such sequence as Mortgagee may select at its option.

    


    Section
      39 
       Binding
      Effect.
      This
      Mortgage shall inure to the benefit of and be binding upon Mortgagor, its
      successors and assigns, and Mortgagee, its successors and assigns, provided
      that
      this Mortgage may not be assigned by Mortgagor without the prior written consent
      of Mortgagee.

    


    Section
      40 
       Severability.
      If any
      term or provision of this Mortgage shall be held to be in no way be affected
      thereby, each of which shall be deemed to be effective to the full extent
      permitted by law.

    


    Section
      41 
       Captions.
      The
      captions or headings herein shall be solely for convenience of reference and
      in
      no way define, limit or describe the scope or intent of any provisions or
      sections of this Mortgage.

    


    Section
      42 
      Counterparts.
      This
      Mortgage may be executed in any number of counterparts, each of which shall
      be
      regarded as an original and all of which shall constitute but one and the same
      instrument; it shall not be necessary in proving this Mortgage to produce or
      account for more than one such counterpart.

     

    

      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

                   
      Section 43
       Joint
      and Several Liability.
      If
      Mortgagor consists of more than one party, each of the undersigned shall be
      jointly and severally liable for the performance of all of the obligations,
      covenants and agreements of Mortgagor contained herein.

    


    Section
      44 
       No
      Setoffs.
      Mortgagor acknowledges that the indebtedness secured hereby was incurred in
      good
      faith for full value received, and Mortgagor has no defenses, setoffs or
      counterclaims thereto.

    


    Section
      45
       Definitions.
      Whenever in this instrument the context so admits or requires, the terms
“Mortgagor”
and
      “Mortgagee”
shall
      be construed as including their respective heirs, legal representatives,
      successors and assigns, as the case may be (provided, however, that nothing
      herein shall be construed to permit the assignment of this Mortgage by
      Mortgagor); and the pronoun as used herein to refer to either Mortgagor or
      Mortgagee in the third person, singular number and masculine gender, shall
      be
      construed as meaning the person, number and gender appropriate to the first
      designation to the respective parties hereto.

    


    Section
      46 
       Future
      Advances.
      It is
      the intent hereof to secure payment of the Note, whether the full amount thereof
      shall have been advanced to Mortgagor at the date hereof or at a later date,
      all
      sums evidenced thereby, and all advances paid, and readvanced thereunder and
      evidenced thereby. Mortgagee may, at the sole option of Mortgagee, from time
      to
      time make future advances to Mortgagor, which advances shall be secured by
      this
      Mortgage; provided, however, that the total principal sum secured hereby and
      remain unpaid, including any such advances, shall not at any time exceed twice
      the initial amount of the Note secured hereby. All such future advances shall
      be
      made within twenty (20) years from the date hereof and all indebtedness created
      by virtue of such future advances shall be and are secured hereby. All
      provisions of this Mortgage shall apply to any future advances made pursuant
      to
      the provisions of this paragraph. Nothing herein contained shall limit the
      amount secured by this Mortgage, if such amount is increased by advances made
      by
      Mortgagee as herein elsewhere provided and authorized for the protection of
      the
      security of Mortgage.

    


    Section
      47 
       Hazardous
      Waste.
      Mortgagor hereby represents and warrants to Mortgagee:

    


    a     that
      no
      oil, petroleum or chemical liquids or solids, liquid or gaseous products, or
      hazardous or toxic substances, within the meaning of any applicable statute
      or
      regulation, are presently stored or otherwise located on or under the Mortgaged
      Property or on or under any adjacent and contiguous real property owned by
      Mortgagor or any related entity or affiliate substance has occurred on the
      Mortgaged Property or on any adjacent and contiguous real property owned by
      Mortgagor or any related entity or affiliate of Mortgagor; 

    


    b     that
      no
      part of the Mortgaged Property or any adjacent and contiguous real property
      owned by Mortgagor or any related entity or affiliate of Mortgagor, including
      the groundwater located thereon, is presently contaminated by such hazardous
      or
      toxic substance;

    


    c     that
      Mortgagor has not received any notice from any governmental agency or authority
      or from any tenant under a lease with respect to any such release of hazardous
      or toxic materials onto the Mortgaged Property or adjacent parcels of real
      estate. Mortgagor further covenants and agrees with Mortgagee that throughout
      the term of the Note;

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    d     all
      hazardous or toxic substances, within the definition of any applicable statue
      or
      regulation, which may be used by any person for any purpose upon the Mortgaged
      Property, shall be used or stored thereon only in a safe and approved manner,
      in
      accordance with all industrial standards and all laws, regulations and
      requirements for such storage promulgated by any applicable governmental agency
      or authority; 

    


    e     the
      Mortgaged Property will not be used for the purpose of storing such substances;
      

    


    f     the
      Mortgaged Property will not be used for the purpose of storing such substances;
      and 

    


    g     no
      such
      storage or use will otherwise be allowed on the Mortgaged Property which will
      cause, or which will increase the likelihood of causing, the release of such
      hazardous or toxic substances onto the Mortgaged Property. Mortgagor hereby
      agrees to indemnify and save and hold Mortgagee harmless of and from all loss,
      cost (including reasonable attorneys’ fees), liability and damage whatsoever
      incurred by Mortgagee arising out of or by reason of any violation of any
      applicable statue or regulation for the protection of the environment which
      occurs upon the Mortgaged Property, or by reason of the imposition of any
      governmental lien for the recovery of environmental clean-up costs expended
      by
      reason of such violation; provided, however, that to the extent that Mortgagee
      is strictly liable under any such statute or regulation, Mortgagor’s obligation
      to Mortgagee under this indemnity shall likewise be without regard to fault
      on
      the part of Mortgagor with respect to the violation of law which results in
      liability to Mortgagee. A default under this paragraph shall constitute an
      Event
      of Default under this Mortgage.

    


    Section
      48 
       JURY
      TRIAL.
      BY ACCEPTANCE HEREOF, MORTGAGOR AGREES THAT NEITHER MORTGAGOR, NOR ANY ASSIGNEE,
      SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF MORTGAGOR (ALL OF WHOM ARE
      HEREINAFTER REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY
      LAWSUIT, PROCEEDINGS, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED
      UPON
      OR ARISING OUT OF THIS MORTGAGE OR ANY INSTRUMENT EVIDENCING, SECURING OR
      RELATING TO THE INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY, ANY RELATED
      AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS EVIDENCED
      HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR
      ANY
      OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH
      A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS
      NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED
      BY
      THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.
      NO
      PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT
      THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
      INSTANCES.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Mortgage and Security Agreement the day and
      year first above written.

    


    Reedy
      Creek Acquisition Company, LLC, 

    A
      Florida Limited Liability Company:

    


    


    By:
      __________________________________________

    Malcolm
      J. Wright, Manager/Managing Member

    


    Signed
      in the presence of the following witnesses:

    


    


    __________________________________  _____________________________________

    Signature                                                                           
      Signature

    


    __________________________________  _____________________________________

    Print
      Name of
      Witness                                                  
 Print
      Name of Witness

    


    STATE
      OF FLORIDA

    COUNTY
      OF ORANGE

    


    The
      foregoing instrument was acknowledged before me this January
      3, 2006,
      by
Malcolm
      J. Wright as the Manager or Managing Member of Reedy Creek Acquisition Company,
      LLC, a Florida Limited Liability Company, on behalf of the
      company.
      He/She
”
      is
      personally known to me; or ”
      has
      produced ___________________________ as identification.

    


    Notary
      Seal:

    ____________________________________

    Notary
      Public

    


    My
      Commission Expires:

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      “A” - LEGAL DESCRIPTION

    


    PARCEL
      ONE:

    


    LOTS
      3 AND 4, IN THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 27 EAST,
      OSCEOLA COUNTY, FLORIDA; LESS THAT PART OF SAID LOT 3 LYING SOUTH OF A LINE
      1819.04 FEET NORTH OF AND PARALLEL WITH THE SOUTH BOUNDARY OF SAID SOUTHWEST
      1/4, ALL IN THE MAP OF FLORIDA FRUIT & TRUCK LAND CO. SUBDIVISION, ACCORDING
      TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B" PAGE 68, OF THE PUBLIC RECORDS
      OF OSCEOLA COUNTY, FLORIDA.

    


    PARCEL
      TWO:

    


    THE
      WEST 1/2 OF THE EAST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25 SOUTH,
      RANGE 27 EAST, LESS AND EXCEPT THE SOUTH 1336.22 FEET THEREOF, AND LESS THE
      NORTH 435.6 FEET OF THE WEST 100 FEET THEREOF, ALL LYING AND BEING IN OSCEOLA
      COUNTY, FLORIDA.

    


    TOGETHER
      WITH THE FOLLOWING EASEMENTS FOR INGRESS AND EGRESS:

    


    Parcel
      A:

    


    That
      portion of the following described land, lying North of State Road No. 530;
      from
      the Southwest corner of the West 1/2 of the East 1/2 of the Southwest 1/4 of
      Section 2, Township 25 South, Range 27 East, Osceola County, Florida, run North
      89°43'13"
      East, along the South line of said Section 2, 305.00 feet to the Point of
      Beginning; run thence North 00°01'20" East, parallel to the West line of said
      West 1/2 of the East 1/2 of the Southwest 1/4, 850.00 feet; run thence North
      89°43'13" East, 50.00 feet; run thence South 00°01'20" West 850.00 feet to the
      South line of said Section 2; run thence South 89°43'13" West, 50.00 feet to the
      Point of Beginning.

    


    Parcel
      B:

    


    A
      strip of land 25.0 feet in width each side of the following described line:
      From
      the Southwest corner of the West 1/2 of the East 1/2 of the Southwest 1/4 of
      Section 2, Township 25 South, Range 27 East, Osceola County, Florida, run North
      89°43'13" East, along the South line of Section 2, 330.0 feet; run thence North
      00°01'20" East, parallel to the West line of said West 1/2 of the East 1/2 of
      the Southwest 1/4, 850.0 feet to the Point of Beginning; continue North
      00°01'20" East, 114.39 feet to the Point of a Curve of a 75.00 foot radius curve
      to the left, having a central angle of 68°01'20"; run thence along said curve,
      89.04 feet to the Point of Tangent; run thence North 68°00'00" West, 198.67 feet
      to the Point of a Curve of a 110.0 foot radius curve to the right, having a
      central angle of 68°01'20"; run thence along said curve, 130.59 feet to the
      Point of Tangent; run thence North 00°01'20" East, 124.34 feet to the end of
      said line.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    TOGETHER
      WITH all rights to Signage Easement reserved in that certain Deed recorded
      at
      Official Records Book 550, Page 777, of the public records of Osceola County,
      Florida.

    


    


    PARCEL
      THREE:

    


    Begin
      at the Southeast corner of the Northwest 1/4 of Section 2, Township 25 South,
      Range 27 East, Osceola County, Florida, and run N 00°26'22" E, along the East
      Boundary of said Northwest 1/4, 500.02 feet; thence run S 89°51'41" W, 819.46
      feet; thence S 00°01'20" W, 450.00 feet; thence N 89°51'41" E, along a line
      50.00 feet North of and parallel with the South Boundary of said Northwest
      1/4
      of said Section 2, 296.13 feet to a point of a Curvature of a non-tangent curve
      concave Easterly, having a radius of 840.00 feet; thence Southeasterly along
      said curve to a point on the South line of said Northwest 1/4 of said Section
      2,
      lying S 89°51'41" W, 512.10 feet from said Point of Beginning; run thence N
      89°51'41" E, 512.10 feet to the Point of Beginning.