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SuperStop Petroeum File• • IN THE CIRCUIT COURT OF THE 19th JUDICIAL CIRCUIT IN AND FOR OKEECHOBEE COUNTY, FLORIDA BRANCH BANKING AND TRUST COMPANY, successor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank, .., Plaintiff, Case number: 020 k vs. SUPER STOP PETROLEUM INC.; and THE CITY OF OKEECHOBEE, Defendants. LIS PENDENS 417 o in C.P1 CD x C c-, 7a 7a co iiinzo --4 -4 3c 874 --1 -n r-- -n To the Defendants, SUPER STOP PETROLEUM, INC. and the CITY OF OKEECHOBEE, and all others whom it may concern: YOU ARE HEREBY NOTIFIED of the institution of this action by the Plaintiff against SUPER STOP PETROLEUM, INC. and the CITY OF OKEECHOBEE, seeking foreclosure of a real estate mortgage encumbering the following real property in Okeechobee County, Florida: See attached "Exhibit A" for the Legal Description a(A (re.CSe S- y�C t to cxi• Book720/Page1612 CFN#2012010307 iYES1 L 3 Page 1 of 5 ara M. Wick o. 0085578 Kevin A. Reck Florida Bar No. 0505 352 Foley & Lardner LLP P. O. Box 2193 Orlando, FL 32802-21.93 Telephone: 407.4217656 Facsimile: 407.648.1743 Attomeys for the Plaintiff Email Addresses: kwicl_s@foley.com 2 4840-6743-8090.1 g.iys 7656 ..1743 inuti Book720/Page1613 CFN#2012010307 Page 2 of 5 BEGIN AT THE SOUTHEAST CORNER OF BLOCK "K", CITY OF OKEECHOBEE, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 5, PAGE 5, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA, AND RUN THENCE SOUTH 18°49'45" WEST, A DISTANCE OF 179.50 FEET TO A POINT ON THE NORTH BOUNDARY OF LOT "R", BLOCK 252, CITY OF OKEECHOBEE, ACCORDING THE PLAT THEREOF RECORDED IN PLAT BOOK 2, AT PAGE 4, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA; THENCE RUN WEST ALONG THE NORTH BOUNDARY OF SAID LOT "R", A DISTANCE OF 106.98 FEET TO A POINT LYING EAST, A DISTANCE OF 135 FEET FROM THE NORTHWEST CORNER OF LOT "R"; THENCE RUN NORTH A DISTANCE OF 312.03 FEET TO A POINT OF INTERSECTION ON THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED; THENCE RUN SOUTH 87°50'47" EAST ALONG THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED A DISTANCE OF 165.61 FEET TO A POINT ON THE EAST BOUNDARY OF BLOCK "K", CITY OF OKEECHOBEE, AS AFORESAID; THENCE RUN SOUTH ALONG THE EAST BOUNDARY OF SAID BLOCK "K" A DISTANCE OF 135.73 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: All of Super Stop Petroleum Inc.'s ("Debtor") property rights of any kind whatsoever, whether now existing or hereafter acquired, together with increases, substitutions thereto and all replacements thereof, additions and accessions thereto and the proceeds and products thereof, whether real, personal, mixed or otherwise, and whether tangible or intangible, secured by that certain real property or any part thereof located in Okeechobee County, Florida described above (the "Property"). All buildings and improvements of every kind and description novo or hereafter located upon the Property. All and singular, the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, title, interest, property, claim and demand whatsoever of Debtor, of, in and to the same and of, in and every part of parcel thereof. All right, title and interest of Debtor, if any, in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Property to the center line thereof. All easements, rights-of-way, cores of land, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, riparian and littoral rights, mineral, soil, crops, trees, timber, docks and dockage rights, and all estate, rights, titles, interests privileges and liberties of any nature whatsoever, in any way belonging, relating or pertaining to the Property. All fixtures, equipment, inventory, and articles of personal property now or at any time hereafter attached to or used in any way in connection with the use, operation and occupation of the building erected on the Property or any part thereof as residences, apartments, furnished apartments, offices, warehouses, or otherwise (hereinafter called "equipment") such equipment including but without .being limited to all equipment, wall-to-wall carpet, stoves, ranges, refrigerators, and other electric equipment, heating, lighting and plumbing fixtures and used at any time in the operation, use and occupation of any of the buildings on the Property and dynamos, motors, furnaces, vacuum cleaning systems, fire .prevention and extinguishing apparatus, cooling systems, at any time used in or about or upon the Property, except personal property, if any, belonging to others than Debtor, located on the Property, any and all nursery, landscaping or shrubbing inventory and equipment located on the Property, it being understood and agreed, however, that any renewal, replacement or substitution of any and all such equipment shall be purchased by Debtor and when paid for be 4822-6951-5278.2 EXHIBIT "A" Book720/Page1614 CFN#2012010307 Page 3 of 5 owned by it, and all of the right, title and interest of Debtor in and to the equipment which may be subject to any retention or security agreement superior in lien to the lien of the mortgage or other security instrument, except in all instances, any furniture, fixtures and equipment as described above which is the personal property of and owned by any of the tenants of the Property. Any and all awards or payments, including interest thereon, and the right to receive the same, which may be made with respect to the Property as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to or decrease in the value of the Property, to the extent of all amounts which may be secured at the date of receipt of any such award or payment by bank, and of the reasonable attorneys' fees, costs and disbursements, incurred by bank in connection with the collection of such award or payment. All building materials that may be placed on the Property and all bonuses and royalties on the Property and further, all rents, royalties, profits, revenues, incomes and other benefits arising from the use or enjoyment of the Property or from any contract pertaining to such use or enjoyment. All leases and contracts for sale now and hereafter entered into involving the Property or any part thereof, and all right, title and interest or Debtor thereunder, including, without limitation, cash or securities deposited thereunder to secure obligations. All of Debtor's right, title and interest in all leases of equipment permitted hereunder if any, and in said leased equipment. All right, title and interest of Debtor to plans and specifications, designs, drawings and other matters prepared for any construction on the Property. All good will, trademarks, trade names, option rights, purchase contracts, books and records and general intangibles of Debtor relating to the Property, all licenses or permits in connection with the construction on or operation of the Property; all accounts, instruments, chattel paper and other rights of Debtor for payment of money for property sold or loaned, for services rendered, for money loaned, or for advances or deposits made and any other intangible property of Debtor related to the Property; all accounts notes and contract rights of the Debtor, whether now existing or hereafter acquired, all chattel paper and instruments, whether now existing or hereafter acquired, evidencing any obligations to Debtor for payment of goods sold or leased or services rendered; all interest of the Debtor in any goods, the sale or lease of which shall have given or shall give rise to any of the foregoing; all as may be more particularly defined in Florida Statutes Chapter 673 or at common law; and all proceeds of any of the foregoing. All rights of Debtor under all contracts now or hereafter made with any provider of goods or services for or in connection with construction undertaken on, or services performed or to he performed in connection with the Property, including any architect's agreement and the construction contract which have been entered into by Debtor for the design and construction of the Property. All rights of Debtor as seller or borrower under any agreement. contract, understanding or arrangement pursuant to which Debtor has, with the consent of the bank, obtained the agreement of any person to pay or disburse any money for Debtor's sale (or borrowing on the security of) the Property or any part thereof, (including any sale contracts) together with all deposits paid by purchasers under such sales contracts which are being held in escrow pending closing of such sales. All insurance policies now or hereafter in effect with respect to the Property, or any portion thereof, any unearned premiums thereon, and all proceeds thereof. 2 4822-6951-5278.2 Book720/Page1615 CFN#2012010307 Page 4.of 5 } All of the water, sanitary and storm sewer systems now or hereafter owned by the Debtor which are now or hereafter located by, over, and/or upon the Property or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals, manholes and. appurtenances. All paving for streets, roads, walkways or entrance ways now or hereafter owned by Debtor and which are now or hereafter located on the Property or any part or parcel thereof; provided that such matters shall be released upon a public dedication of such roads to any governmental municipality having jurisdiction. All of Debtor's right, title and interest as seller in and to all agreements for the sale of the Property, or any part thereof, heretofore made and entered into, and in and to all sale agreements hereafter made entered into, by or on behalf of Debtor, together with all deposits and payments in connection therewith, together with any and all receivables now or hereafter due Debtor with respect to such agreements. All of the right, title and interest of the Debtor in and to all unearned premiums accrued, accruing or to accrue under any, and all insurance policies now or hereafter provided pursuant to the terms of security agreements and all proceeds or sums payable for the loss of or damage to a) the Property or collateral described herein or (b) rents, revenues, income, profits or proceeds from service agreements or contracts, leases, franchises, concessions or licenses of or any part of the Property. 71111re; Cue y. ...... _ v A ... All of Debtor's interests in all utility security deposits or bonds on the Property or any part or parcel thereof and all residential units of density and water and sewer reservationsiand equivalent residential connections affecting or allocated to the Property. All other property or rights of Debtor of any kind or character related to the Property and all proceeds and products of any of the foregoing, all of the foregoing including such property whether now or hereafter existing or acquired. All permits, licenses, certificates of use and occupancy (or their equivalent), zoning and governmental applications and approvals relating to the above-described real. property and the improvements now or hereafter thereon. • All agreements and contract rights, including the proceeds thereunder, now or hereinafter entered into or obtained in connection with the acquisition, development, construction, renovation, management, maintenance, sales, leasing or operation of the Property, and the improvements now or hereafter thereon; any and all development and construction contracts, engineering, architectural and surveying agreements, purchase and sales contracts, utilities agreements and rights, maintenance and service,contracts. fictitious names and tradenames, warrantees and guarantees, personal property and leases therefore, which pertain or relate in any manner to the Property or any portion thereof, and the improvements now or hereafter thereon, or to the ownership or operation thereof; all material, payment and performance bonds and letters of credit obtained in connection with the Property and the improvements now or hereafter thereon. All I:TTi1l� r.rralu�T (excluding trust and agency accounts), including interest thereon, Letters(s) of Credit, deposits, cash, money and all additions thereto and substitutions therefor and all cashproceeds thereof, delivered by Debtor to the bank.�f� 1% - 4822-6951-5278.2 s; Book720/Page1616 CFN#2012010307 3 yqui eropwty and tin ata 1t1 , e , 3lovv Of !ac,e1.. ,, t t44047,az tt��f: cs; Aid�5c2�1iii ases then e:e: _ menti; l.‘ :.:::Page -5 -.of 5 CITY OF OKEECHOBEE, -vs- PETITIONER, RESPONDENT, Super Stop Petroleum, Inc. / LIEN / ORDER CODE ENFORCEMENT BOARD OF THE CITY OF OKEECHOBEE, FLORIDA. CASE NO. 11-069 FILE NUM 2012002400/� OR BK 0+7712 PG 0230 SHARON ROBERTSON' CLERK, OF CIRCUIT COURT OKEECHOBEE COUNTY' FLORIDA RECORDED 03/08/2012 01:22:40 PM RECORDING FEES $18.50 ' RECORDED BY M Pinon Pes 0230 - 231; (2pss) THIS CAUSE came before the Code Enforcement Board, City of Okeechobee, for public hearing on October 11 , 20 11 . After due notice to the respondent, the Board having heard • l l evidence on the alleged violation by witnesses or affidavit makes the following findings: A. FINDINGS OF FACT: Lots: Blk: Section: City of Okeechobee (unplatted) Parcel# 3-15-37-35-0010-01710-0120 Property location: 510 NE Park Street, Okeechobee, FL 1! Property owner: Super Stop Petroleum Inc. Property has been found to have overgrown vegetation and having been duly declared a public nuisance, has been abated by the City of Okeechobee B. CONCLUSIONS OF LAW: The owner of the property described above has been found in violation :a 02'1. of Chapter 30 Section 30-43 Public nuisance and Section 30-44 General Cleaning C. ORDER: The City of Okeechobee Code Enforcement Board has determined you have violated the Code of Ordinances, Ch 30 Sections 30-43 Public Nuisance & 30-44 General M14 Cleaning concerning your property located at 510 NE Park Stree , Okeechobee, Having not remedied the Code of Ordinance violation(s) and after having the matter come before the Code Enforcement Board and having a fine imposition of $250 per day, the City of Okeechobee, after reasonable time and effort was made to seek compliance, abated said violation(s) on February 14, 2012 and is herein now seeking relief from in the cost of the abatement in the amount of: Two Hundred Sixty-eight Dollars and seventy-six cents ($268.76) Further, a copy of this order as a claim of lien, shall be recorded in the office of the Clerk of Circuit Court, Okeechobee County, Florida, and once recorded, becomes a lien on real and personal property pursuant to Florida Statute 162. You have a right within thirty days, to appeal this finding and order by Writ of Certiorari to the Circuit Court, Okeechobee County, Florida. Page 1 of 2 Book712/Page230 CFN#2012002400 Page 1 of 2 s• ;s _ ,7t t,;• p i J.l AGREED AND ORDERED this 0 �.day of l t C(x Citi. , 20 12 . CITY OF OKEECHOBEE, Petitioner Super Stop Petroleum, Inc. Respondent CODE ENFORCEMENT BOARD City of Okeechobee, Florida Enf:'cement Officer ATTEST: Recording Secretary STATE OF FLORIDA COUNTY OF OKEECHOBEE PERSONALLY appeared before me the undersigned authority, Jamie Gamiotea , Fred Sterling and Sue Christopher , well known to me and known by me to be the Chairperson of the Board, Code Enforcement Officer and Recording Secretary, respectively, of the CITY OF OKEECHOBEE CODE ENFORCEMENT/IBOARD. SWORN TO AND SUBSCRIBED before me this day of AttiT h ,20J2 NOT.�l )7(90-44A-tA NOT Ydd PUBLIC My Commission expires: NOTARY PUBLIC -STATE OF FLORIDA Melisa M. Jahner Litik Commission #DD908503 Expires: MAR. 09, 2023 11011DIDTHW ATTdNnc s@fDsiO CO INC, Please return to: City of Okeechobee Code Enforcement 55 SE 3rd Avenue Okeechobee, FL 34974 (863) 357-1971 Page 2 of 2 Book712/Page231 CFN#2012002400 Page 2 of 2 IN THE CIRCUIT COURT OF THE 19th JUDICIAL CIRCUIT IN AND FOR OKEECHOBEE COUNTY, FLORIDA BRANCH BANKING AND TRUST COMPANY;<siceessor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank, Plaintiff, Case number: cCA's li VS. SUPER STOP PETROLEUM INC.; and THE CITY OF OKEECHOBEE, Defendants. LIS PENDENS rri CY) N rrrs-r, 324 CD oma' TI cs C, _ 1 5r too 73 ryiZ. Qrn C-2 g 7.... C) 3 C --4 ..‘-.• -n To the Defendants, SUPER STOP PETROLEUM, INC and the CITY OF OKEECIIOBEE, and all others whom it may concern: YOU ARE HEREBY NOTIFIED of the institution of this action by the Plaintiff against SUPER STOP PETROLEUM, INC. and the CITY OF OKEECHOBEE, seeking foreclosure of a real estate mortgage encumbering the following real property in Okeechobee County, Florida: See attached "Exhibit A" for the Legal Description 4840-6743-8090.1 Book720/Page1612 CFN#2012010307 Page 1 of 5 o. 0085578 Kevin A. Reck Florida Bar No. 0505552 Foley & Lardner LLP P. O. Box 2193 Orlando, FL 32802-2193 Telephone: 407.423.7656 Facsimile: 407.648.1743 Attorneys for the Plaintiff Email Addresses: kwick@foley.com 2 4840-6743-8090.1 Book720/Page1613 CFN#2012010307 Page 2 of 5 BEGIN AT THE SOUTHEAST CORNER OF BLOCK "K", CITY OF OKEECHOBEE, ACCORDING TO THE PLAT THEREOF RECORDED 1N PLAT BOOK 5, PAGE 5, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA, AND RUN THENCE SOUTH 18°49'45" WEST, A DISTANCE OF 179.50 FEET TO A POINT ON THE NORTH BOUNDARY OF LOT "R", BLOCK 252, CITY OF OKEECHOBEE, ACCORDING THE PLAT THEREOF RECORDED IN PLAT BOOK 2, AT PAGE 4, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA; THENCE RUN WEST ALONG THE NORTH BOUNDARY OF SAID LOT "R", A DISTANCE OF 106.98 FEET TO A POINT LYING EAST, A DISTANCE OF 135 FEET FROM THE NORTHWEST CORNER OF LOT "R"; THENCE RUN NORTH A DISTANCE OF 312.03 FEET TO A POINT OF INTERSECTION ON THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED;; THENCE RUN SOUTH 87°50'47" EAST ALONG THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED A DISTANCE OF 165.61 FEET TO A POINT ON THE EAST BOUNDARY OF BLOCK "K", CITY OF OKEECHOBEE, AS AFORESAID; THENCE RUN SOUTH ALONG THE EAST BOUNDARY OF SAID BLOCK "K" A DISTANCE OF 135.73 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: All of Super Stop Petroleum Inc.'s ("Debtor") property rights of any kind whatsoever, whether now existing or hereafter acquired, together with increases, substitutions thereto and all replacements thereof, additions and accessions thereto and the proceeds and products thereof, whether real, personal, mixed or otherwise, and whether tangible or intangible, secured by that certain real property or any part thereof located in Okeechobee County, Florida described above (the "Property"). All buildings and improvements of every kind and description now or hereafter located upon the Property. All and singular, the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, title, interest, property, claim and demand whatsoever of Debtor, of, in and to the same and of, in and every part of parcel thereof. All right, title and interest of Debtor, if any, in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Property to the center line thereof. All easements, rights-of-way, cores of land, ways, alleys, passages,, .ewer rights, waters, water courses, water rights and powers, riparian and littoral rights, mineral, soil, crops, trees, timber, docks and dockage rights, and all estate, rights, titles, interests privileges and liberties of any nature whatsoever, in any way belonging, relating or pertaining to the Property. All fixtures, equipment, inventory, and articles of personal property now :or.: at any time hereafter attached to or used in any way in connection with the use, operation and occupation of the building erected on the Property or any part thereof as residences, apartments, furnished apartments, offices, warehouses, or otherwise (hereinafter called "equipment") such equipment including but without being limited to all equipment, wall-to-wall carpet, stoves, ranges, refrigerators, and other electric: equipment, heating, lighting and plumbing fixtures and used at any time in the operation, use and occupation of any of the buildings on the Property and dynamos, motors, furnaces, vacuum cleaning systems, fire prevention and extinguishing apparatus, cooling systems, at any time used in or about or upon the Property, except personal property, if any, belonging to others than Debtor, located on the Property, any and all nursery, landscaping or shrubbing inventory and equipment located on the Property, it being understood and agreed, however, that any renewal, replacement or substitution of any and all such equipment shall be purchased by Debtor and when paid for be 4822-6951-5278.2 EXHIBIT "A" Book720/Page1614 CFN#2012010307 Page 3 of 5 owned by it, and all of the right, title and interest of Debtor in and to the equipment which may be subject to any retention or security agreement superior in lien to the lien of the mortgage`'orother security instrument, except in all instances, any furniture, fixtures and equipment as described above which is the personal property of and owned by any of the tenants of the Property. Any and all awards or payments, including interest thereon, and the right to receive the same,,ch may be made with respect to the Property as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to or decrease iirthe "value of the Property, to the extent of all amounts which may be secured at the date of receipt of any siich-award or payment by bank, and of the reasonable attorneys' fees, costs and disbursements, incurred by bank in connection with the collection of such award or payment. All building materials that may be placed on the Property and all bonuses and royalties on the Property and further, all rents, royalties, profits, revenues, incomes and other benefits arising from the use or enjoyment of the Property or from any contract pertaining to such use or enjoyment. All leases and contracts for sale now and hereafter entered into involving the Property or any part thereof, and all right, title and interest or Debtor thereunder, including, without limitation, cash or securities deposited thereunder to secure obligations. All of Debtor's right, title and interest in all leases of equipment permitted hereunder if any, and in said leased equipment. ab w All right, title and interest of Debtor to plans and specifications, designs, drawings and other matters prepared for any construction on the Property. All good will, trademarks, trade names, option rights, purchase contracts, books and records and general intangibles of Debtor relating to the Property, all licenses or permits in connection with the construction on or operation of the Property; all accounts, instruments, chattel paper and other rights of Debtor for payment of money for property sold or loaned, for services rendered, for money loaned, or for advances or deposits made and any other intangible property of Debtor related to the Property; all accounts notes and contract rights of the Debtor, whether now existing or hereafter acquired, all chattel paper and instruments, whether now existing or hereafter acquired, evidencing any obligations to Debtor for payment of goods sold or leased or services rendered; all interest of the Debtor in any goods, the sale or lease of which shall have given or shall give rise to any of the foregoing; all as may be more particularly defined in Florida Statutes Chapter 673 or at common law; and all proceeds of any of the foregoing. All rights of Debtor under all contracts now or hereafter made with any provider of goods or services for or in connection with construction undertaken on, or services performed or 1:0 be performed in connection with the Property, including any architect's agreement and the construction contract which have been entered into by Debtor for the design and construction of the Property. All rights of Debtor as seller or borrower under any agreement, contract, understanding or arrangement pursuant to which Debtor has, with the consent of the bank, obtained the agreement of any person to pay or disburse any money for Debtor's sale (or borrowing on the security of) the Property or any part thereof, (including any sale contracts) together with all deposits paid by purchasers under such sales contracts which are being held in escrow pending closing of such sales. All insurance policies now or hereafter in effect with respect to the Property, or any portion thereof, any unearned premiums thereon, and all proceeds thereof. 2 4822-6951-5278.2 • Book720/Page1615 CFN#2012010307 Page 4 cif 5 All of the water, sanitary and storm sewer systems now or hereafter owned by the Debtor which are now or hereafter located by, over, and/or upon the Property or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals, manholes and appurtenances. All paving for streets, roads, walkways or entrance ways now or hereafter owned by Debtor and which are now or hereafter located on the Property or any part or parcel thereof; provided that such matters shall be released upon a public dedication of such roads to any governmental municipality having jurisdiction. All of Debtor's right, title and interest as seller in and to all agreements for the sale of the Property, or any part thereof, heretofore made and entered into, and in and to all sale agreements hereafter made entered into, by or on behalf of Debtor, together with all deposits and payments inconnection therewith, together with any and all receivables now or hereafter due Debtor with respect to such agreements. All of the right, title and interest of the Debtor in and to all unearned premiums accrued, accruing or to accrue under any, and all insurance policies now or hereafter provided pursuant to the terms of security agreements and all proceeds or sums payable for the loss of or damage to (a) the Property or collateral described herein or (b) rents, revenues, income, profits or proceeds from service agreements or contracts, leases, franchises, concessions or licenses of or any part of the Property. 5:2' All of Debtor's interests in all utility security deposits or bonds on the Property or any part or parcel thereof and all residential units of density and water and sewer reservations and equivalent residential connections affecting or allocated to the Property. All other property or rights of Debtor of any kind or character related to the Property and all proceeds and products of any of the foregoing, all of the foregoing including such property whether now or hereafter existing or acquired. All permits, licenses, certificates of use and occupancy (or their equivalent), zoning and governmental applications and approvals relating to the above-described real property and the improvements now or hereafter thereon. _ is �a<.. All agreements and contract rights, including the proceeds thereunder, now or hereinafter entered into or obtained in connection with the acquisition, development, construction, renovation, management, maintenance, sales, leasing or operation of the Property, and the improvements now or hereafter thereon; any and all development and construction contracts, engineering, architectuh-=-surveying agreements, purchase and sales contracts, utilities agreements and rights, maintenance and'Mservice contracts, fictitious names and tradenames, warrantees and guarantees, personal property and leases therefore, which pertain or relate in any manner to the Property or any portion thereof, and the improvements now or hereafter thereon, or to the ownership or operation thereof; all material, payment and performance bonds and letters of credit obtained in connection with the Property and the improvements now or hereafter thereon. All 111.4.0.f.m'titE (excluding trust and agency accounts), including interest thereon, Letters(s) of Credit, deposits, cash, money and all additions thereto and substitutions therefor and all cash proceeds thereof, delivered by Debtor to the bank. 3 4822-6951-5278.2 ' Book720/Page1616 CFN#2012010307 its ilt.iR if ¢'s ;"a•' t. aid ..�..:s ..... .Page 5 of 5 BRANCH BANKING & TRUST CO. eta'. Vs. SUPERSTOP PETROLEUM INC. & CITY OF OKEECHOBEE, FLORIDA IN THE CIRCUIT COURT IN AND FOR THE NINETEENTH JUDICIAL CIRCUIT, OKEECHOBEE COUNTY, FLORIDA CASE NO. 2012 -CA -417 ANSWER THE CITY OF OKEECHOBEE, as named defendant in this cause, files this answer to the complaint, and states as follows: 1. The defendant City of Okeechobee, Florida denies the allegation in paragraph 22 of the complaint that its duly recorded claim of lien at O.R. Book 709 Page 020 and at O.R. Book 712 Page 230., public records Okeechobee county, Florida is inferior to the claim of plaintiff herein, as provided in ch. 162, Florida Statutes. DATED thi °day of October, 2012. I HEREBY CERTIFY a true copy hereof is furnished by US Mail to: Kevin Reck Esq. 111 North Orange Av. Ste. 1800 Orlando Florida 32801 this -30 day of October, 2012. JOHN R. COOK P.A. 55 S.E. 3`d Av. Okeechobee, FL. 34972 FBN 0262951 (863)467-02 ;7 JOHN R. COOK BRANCH BANKING & TRUST CO. et.al. Vs. SUPERSTOP PETROLEUM INC. & CITY OF OKEECHOBEE, FLORIDA IN THE CIRCUIT COURT IN AND FOR THE NINETEENTH JUDICIAL CIRCUIT, OKEECHOBEE COUNTY, FLORIDA CASE NO. 2012 -CA --417 ANSWER THE CITY OF OKEECHOBEE, as named defendant in this cause, files this answer to the complaint, and states as follows: 1. The defendant City of Okeechobee, Florida denies the allegation in paragraph 22 of the complaint that its duly recorded claim of lien at O.R. Book 709 Page 020 and at O.R. Book 712 Page 230., public records Okeechobee county, Florida is inferior to the claim of plaintiff herein, as provided in ch. 162, Florida Statutes. DATED thi53°day of October, 2012. I HEREBY CERTIFY a true copy hereof is furnished by US Mail to: Kevin Reck Esq. 111 North Orange Av. Ste. 1800 Orlando Florida 32801 this3 day of October, 2012. JOHN R. COOK P.A. 55 S.E. 3rd Av. Okeechobee, FL. 34972 FBN 0262951 (863)467-027 0.0A, JOHN R. COOK 6.9.-c* a—Ng 4 Rn e r 45- nlc //7 C ( ,n:n 1(e.OLu sac')cQ r << o 4,I� acuts 1\161/1.36 J3 1 1, ``3o ra" Aar/ 31 f tS i, _ 00 , Lailez -FA I.67.0.41, CITY OF OKEECHOBEE, -vs- PETITIONER, RESPONDENT, Super Stop Petroleum, Inc. / CODE ENFORCEMENT BOARD OF THE CITY OF OKEECHOBFF, FLORIDA. CASE NO. 11 069 FILE IL.E. ii"`H U N 2011012228 7..71101222a.8 OR BK 00709 PG 0020 0 SHARON ROBERTSON? CLERK OF CIRCUIT COURT OKEECHOBEE COUNTY? FLORIDA RECORDED 12/16/2011 09:36W0 AM RECORDING FEES $18.50 RECORDED BY L Sheri n P9S 0020 -- 21; (2p9s) LIEN / ORDER THIS CAUSE came before the Code Enforcement Board, City of Okeechobee, for public hearing on October 11 , 20 11 . After due notice to the respondent, the Board having heard evidence on the alleged violation by witnesses or affidavit makes the following findings: A. FINDINGS OF FACT: Lots: ---- Blk: ---- Section: City of Okeechobee (unplatted) Parcel# 3-15-37-35-0010-01710-0120 Property Iocation: 510 NE Park Street, Okeechobee, FL Property owner: Super Stop Petroleum Inc. Property has been found to have overgrown vegetation and needs cleaning. B. CONCLUSIONS OF LAW: The owner of the property described above has been found in violation of Ch 30 Sec 30-43 Public nuisance and Ch 30 Sec 30-44 General cleaning. C. ORDER: The City of Okeechobee Code Enforcement Board has determined you have violated the Code of Ordinances, Ch 30 Sec 30-43 Public nuisance & Ch 30 Sec 30-44 General cleaning concerning your property located at 510 NE Park Street, Okeechobee, FL . If you do not correct the violation upon receipt of this notification , or notify the Code Enforcement Officer of the correction, the Board imposes a fine of $ 250.00--- per day commencing that date and continuing daily until the violation is corrected or the city is notified by you and verifies the correction, which ever first occurs. Further, if you do not correct the violation by said date, a copy of this order as a claim of lien, shall be recorded in the office of the Clerk of Circuit Court, Okeechobee County, Florida, and once recorded, becomes a lien on real and personal property pursuant to Florida Statute 162. You have a right within thirty days, to appeal this finding and order by Writ of Certiorari to the Circuit Court, Okeechobee County, Florida. If you correct the violation prior to the above date, it is your obligation to contact the Code Enforcement Officer to verify such compliance. AGREED AND ORDERED this I 714tL. day of , 20 JL. CITY OF OKEECHOBEE, Petitioner Super Stop Petroleum Inc. Respondent r v 1I IL L'n11.4 Iv/ ‘L'nnD'hIT Dol A Dil City of Okeechobee, Florida h( uperson ATTEST: 6-kk (LC: Recording Secretary STATE OF FLORIDA COUNTY OF OKEECHOBEE PERSONALLY appeared before me the undersigned authority, Jamie Gamiotea , Fred Sterling and Sue Christopher , well known to me and known by me to be the Chairperson of the Board, Code Enforcement Officer and Recording Secretary, respectively, of the CITY OF OKEECHOBEE CODE ENFORCEMENT BOARD. SWORN TO AND SUBSCRIBED before me this 11 day of DLAL,) ,IYA ,201 L . NOTARY PUBLIC My Commission expires: 4.P/4 KIM BARNES E� 4 r :* MY COMMISSION # DD778252 EXPIRES April 25, 2012 (407) 398-0153 FlorldallotaryServIce.com ni r1•, r rll 1. 1 r1 1 T r. Please 1GLU111 LV. LILY U1 CAeee1iuu c 1.11Uc-EafoiLGU1c11L 55 SE 3`d Avenue Okeechobee, FL 34974 (863) 357-1971 s BRANCH BANKING AND TRUST COMPANY, successor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank, successor in Interest to Palm Beach National Bank & Trust Company, Plaintiff, v. SUPER STOP PETROLEUM INC.; and the CITY OF OKEECHOBEE, Defendants. THE STATE OF FLORIDA: To Each Sheriff of the State: IN THE CIRCUIT COURT OF THE NINETEENTH JUDICIAL CIRCUIT, IN AND FOR OKEECHOBEE COUNTY, FLORIDA Case No::.® l9 Cf'417 SUMMONS NIved Date Zrne 3: 3f 0C-7 Signature & Print Name ID # SPECIhL & CERTIFIED PROCESS SERVER in The Judicial Circuit Court Investigative Process Service, Inc. 390 N. Orange Ave., Suite 1650 Orlando, FL 32801 * 407-426-7433 YOU ARE HEREBY COMMANDED to serve this Summons and a copy of the Complaint in this action on Defendant: CITY OF OKEECHOBEE Brian Whitehall, City Administrator 55 S.E. 3rd Avenue, 2nd Floor Okeechobee, Florida 34974 The Defendant is hereby required to serve written Plaintiff's attorney, whose name and address is: KEVIN A. RECK, ESQUIRE FOLEY & LARDNER LLP 111 North Orange Avenue, Suite 1800 Post Office Box 2193 Orlando, Florida 32802-2193 ORLA_416831.1 defenses to the Complaint on the within TWENTY (20) days after service of this Summons on the Defendant, exclusive of the day of service, and to file the original of the defenses with the clerk of this court either before service on the Plaintiff's attorney or immediately thereafter. If the Defendant fails to do so, a default will be entered against the Defendant for the relief demanded in the Complaint. DATED on Ockb 2012. (COURT SEAL) SHARON ROBERTSON Clerk of the Circuit Court /S/ BEATRICE RODRIGUEZ By: As Deputy Clerk If you are a person with a disability who needs any accommodation in order to participate in this proceeding, you are entitled, at no cost to you, to the provision of certain assistance. Please contact Court Administration at 312 Northwest 3rd Street, Okeechobee Florida 34972, telephone (863) 769-2131, within two (2) working days of your receipt of this Summons. If you are hearing or voice impaired, call (TDD) 1-800-955-8771. ORLA_416831.1 -2- IMPORTANTE Usted ha sido demandado legalmente. Tiena veinte (20) dias, contados a partir del recibo de esta notificacion, para contestar la demanda ajunta, por escrito, y presentarla ante este tribunal. Una llamada telefonica no lo protegera; si usted desea que el tribunal considere su defensa, debe presentar su respuesta por escrito, incluyendo el numero del caso y los nombres de las partes interesadas en dicho caso. Si usted no contesta la demanda a tiempo, pudiese perder el caso y podria ser despojado de sus ingresos y propiedades, o privado de sus derechos, sin previo aviso del tribunal. Existen otros requisitos legales. Si lo desea, puede usted consultar a un abogado immediatamente. Si no conoce a un abogado, puede llamar a una de las oficinas de asistencia legal que aparencen en la guia telefonica. Si desea responder a la demanda por su cuenta, al mismo tiempo en que presenta su respuesta ante el tribunal, debera usted enviar por correo, o entregar una copia de su respuesta a la persona denominada abajo como "Plaintiff/Plaintiffs Attorney" (Demandante o Abogado del Demandante). IMPORTANT Des poursuites judiciaries ont ete entreprises contre vous. Vous avez 20 jours consecutifs a partir de la date de l'assignation de cette citation pour deposer une reponse ecrite a la plainte ci- jointe aupres de ce Tribunal. Un simple coup de telephone est insuffisant pour vous proteger; vous etes oblige de deposer votre reponse ecrite, avec mention du numero de dossier ci-dessus et du nom des parties nommees ici, si vous souhaitez que le Tribunal entende votre cause. Si vous ne deposez pas votre reponse ecrite dans le relai requis, vous risquez de perdre la cause ainsi que votre salaire, votre argent, et vos biens peuvent etre saisis par la suite, sans aucun preavis ulterieur du Tribunal. Il y a d'autres obligations juridiques et vous pouvez requerir les services immediats d'un avocat. Si vous ne connaissez pas d'avocat, vous pourriez telephoner a un service de reference d'avocats ou a un bureau d'assistance juridique (figurant a l'annuaire de telephones). Si vous choisissez de deposer vous-meme une reponse ecrite, it vous faudra egalement, en meme temps que cette formalite, faire parvenir ou expedier une copie au carbone ou une photocopie de votre reponse ecrite au "Plaintiff/Plaintiffs Attorney" (Plaignant ou a son avocat) nomme ci- dessous. ORLA_416831.1 -3- IN THE CIRCUIT COURT OF THE 19th JUDICIAL CIRCUIT IN AND FOR OKEECHOBEE COUNTY, FLORIDA BRANCH BANKING AND TRUST COMPANY, successor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank, Plaintiff, Case number: ,.>201,xck 41/ vs. SUPER STOP PETROLEUM INC.; and THE CITY OF OKEECHOBEE, Defendants. LIS PENDENS To the Defendants, SUPER STOP PETROLEUM, INC. and the CITY OF OKEECHOBEE, and all others whom it may concern: YOU ARE HEREBY NOTIFIED of the institution of this action by the Plaintiff against SUPER STOP PETROLEUM, INC. and the CITY OF OKEECHOBEE, seeking foreclosure of a real estate mortgage encumbering the following real property in Okeechobee County, Florida: See attached "Exhibit A" for the Legal Description ORIGft "L OF 11-1?s DOCUMENT HUH) UH) `� 20 12. P09ERTSUN •')F C;AC,UCOURT 4840-6743-8090.1 ara M. Wick o. 0085578 Kevin A. Reck Florida Bar No. 0505552 Foley & Lardner LLP P. O. Box 2193 Orlando, FL 32802-2193 Telephone: 407.423.7656 Facsimile: 407.648.1743 Attorneys for the Plaintiff Email Addresses: kwick(a,foley.com 2 4840-6743-8090.1 BEGIN AT THE SOUTHEAST CORNER OF BLOCK "K", CITY OF OKEECHOBEE, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 5, PAGE 5, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA, AND RUN THENCE SOUTH 18°49'45" WEST, A DISTANCE OF 179.50 FEET TO A POINT ON THE NORTH BOUNDARY OF LOT "R", BLOCK 252, CITY OF OKEECHOBEE, ACCORDING THE PLAT THEREOF RECORDED IN PLAT BOOK 2, AT PAGE 4, OF THE PUBLIC RECORDS OF OKEECHOBEE COUNTY, FLORIDA; THENCE RUN WEST ALONG THE NORTH BOUNDARY OF SAID LOT "R", A DISTANCE OF 106.98 FEET TO A POINT LYING EAST, A DISTANCE OF 135 FEET FROM THE NORTHWEST CORNER OF LOT "R"; THENCE RUN NORTH A DISTANCE OF 312.03 FEET TO A POINT OF INTERSECTION ON THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED; THENCE RUN SOUTH 87°50'47" EAST ALONG THE SOUTH RIGHT OF WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCATED A DISTANCE OF 165.61 FEET TO A POINT ON THE EAST BOUNDARY OF BLOCK "K", CITY OF OKEECHOBEE, AS AFORESAID; THENCE RUN SOUTH ALONG THE EAST BOUNDARY OF SAID BLOCK "K" A DISTANCE OF 135.73 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: All of Super Stop Petroleum Inc.'s ("Debtor") property rights of any kind whatsoever, whether now existing or hereafter acquired, together with increases, substitutions thereto and all replacements thereof, additions and accessions thereto and the proceeds and products thereof, whether real, personal, mixed or otherwise, and whether tangible or intangible, secured by that certain real property or any part thereof located in Okeechobee County, Florida described above (the "Property"). All buildings and improvements of every kind and description now or hereafter located upon the Property. All and singular, the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, title, interest, property, claim and demand whatsoever of Debtor, of, in and to the same and of, in and every part of parcel thereof. All right, title and interest of Debtor, if any, in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Property to the center line thereof. All easements, rights-of-way, cores of land, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, riparian and littoral rights, mineral, soil, crops, trees, timber, docks and dockage rights, and all estate, rights, titles, interests privileges and liberties of any nature whatsoever, in any way belonging, relating or pertaining to the Property. All fixtures, equipment, inventory, and articles of personal property now or at any time hereafter attached to or used in any way in connection with the use, operation and occupation of the building erected on the Property or any part thereof as residences, apartments, furnished apartments, offices, warehouses, or otherwise (hereinafter called "equipment") such equipment including but without being limited to all equipment, wall-to-wall carpet, stoves, ranges, refrigerators, and other electric equipment, heating, lighting and plumbing fixtures and used at any time in the operation, use and occupation of any of the buildings on the Property and dynamos, motors, furnaces, vacuum cleaning systems, fire prevention and extinguishing apparatus, cooling systems, at any time used in or about or upon the Property, except personal property, if any, belonging to others than Debtor, located on the Property, any and all nursery, landscaping or shrubbing inventory and equipment located on the Property, it being understood and agreed, however, that any renewal, replacement or substitution of any and all such equipment shall be purchased by Debtor and when paid for be 4822-6951-5278.2 EXHIBIT "A" owned by it, and all of the right, title and interest of Debtor in and to the equipment which may be subject to any retention or security agreement superior in lien to the lien of the mortgage or other security instrument, except in all instances, any furniture, fixtures and equipment as described above which is the personal property of and owned by any of the tenants of the Property. Any and all awards or payments, including interest thereon, and the right to receive the same, which may be made with respect to the Property as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to or decrease in the value of the Property, to the extent of all amounts which may be secured at the date of receipt of any such award or payment by bank, and of the reasonable attorneys' fees, costs and disbursements, incurred by bank in connection with the collection of such award or payment. All building materials that may be placed on the Property and all bonuses and royalties on the Property and further, all rents, royalties, profits, revenues, incomes and other benefits arising from the use or enjoyment of the Property or from any contract pertaining to such use or enjoyment. All leases and contracts for sale now and hereafter entered into involving the Property or any part thereof, and all right, title and interest or Debtor thereunder, including, without limitation, cash or securities deposited thereunder to secure obligations. All of Debtor's right, title and interest in all leases of equipment permitted hereunder if any, and in said leased equipment. All right, title and interest of Debtor to plans and specifications, designs, drawings and other matters prepared for any construction on the Property. All good will, trademarks, trade names, option rights, purchase contracts, books and records and general intangibles of Debtor relating to the Property, all licenses or permits in connection with the construction on or operation of the Property; all accounts, instruments, chattel paper and other rights of Debtor for payment of money for property sold or loaned, for services rendered, for money loaned, or for advances or deposits made and any other intangible property of Debtor related to the Property; all accounts notes and contract rights of the Debtor, whether now existing or hereafter acquired, all chattel paper and instruments, whether now existing or hereafter acquired, evidencing any obligations to Debtor for payment of goods sold or leased or services rendered; all interest of the Debtor in any goods, the sale or lease of which shall have given or shall give rise to any of the foregoing; al 1 as may be more particularly defined in Florida Statutes Chapter 673 or at common law; and all proceeds of any of the foregoing. All rights of Debtor under all contracts now or hereafter made with any provider of goods or services for or in connection with construction undertaken on, or services performed or to be performed in connection with the Property, including any architect's agreement and the construction contract which have been entered into by Debtor for the design and construction of the Property. All rights of Debtor as seller or borrower under any agreement, contract, understanding or arrangement pursuant to which Debtor has, with the consent of the bank, obtained the agreement of any person to pay or disburse any money for Debtor's sale (or borrowing on the security of) the Property or any part thereof, (including any sale contracts) together with all deposits paid by purchasers under such sales contracts which are being held in escrow pending closing of such sales. All insurance policies now or hereafter in effect with respect to the Property, or any portion thereof, any unearned premiums thereon, and all proceeds thereof. 2 4822-6951-5278.2 All of the water, sanitary and storm sewer systems now or hereafter owned by the Debtor which are now or hereafter located by, over, and/or upon the Property or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals, manholes and appurtenances. All paving for streets, roads, walkways or entrance ways now or hereafter owned by Debtor and which are now or hereafter located on the Property or any part or parcel thereof; provided that such matters shall be released upon a public dedication of such roads to any governmental municipality having jurisdiction. All of Debtor's right, title and interest as seller in and to all agreements for the sale of the Property, or any part thereof, heretofore made and entered into, and in and to all sale agreements hereafter made entered into, by or on behalf of Debtor, together with all deposits and payments in connection therewith, together with any and all receivables now or hereafter due Debtor with respect to such agreements. All of the right, title and interest of the Debtor in and to all unearned premiums accrued, accruing or to accrue under any, and all insurance policies now or hereafter provided pursuant to the terms of security agreements and all proceeds or sums payable for the loss of or damage to (a) the Property or collateral described herein or (b) rents, revenues, income, profits or proceeds from service agreements or contracts, leases, franchises, concessions or licenses of or any part of the Property. All of Debtor's interests in all utility security deposits or bonds on the Property or any part or parcel thereof and all residential units of density and water and sewer reservations and equivalent residential connections affecting or allocated to the Property. All other property or rights of Debtor of any kind or character related to the Property and all proceeds and products of any of the foregoing, all of the foregoing including such property whether now or hereafter existing or acquired. All permits, licenses, certificates of use and occupancy (or their equivalent), zoning and governmental applications and approvals relating to the above-described real property and the improvements now or hereafter thereon. All agreements and contract rights, including the proceeds thereunder, now or hereinafter entered into or obtained in connection with the acquisition, development, construction, renovation, management, maintenance, sales, leasing or operation of the Property, and the improvements now or hereafter thereon; any and all development and construction contracts, engineering, architectural and surveying agreements, purchase and sales contracts, utilities agreements and rights, maintenance and service contracts, fictitious names and tradenames, warrantees and guarantees, personal property and leases therefore, which pertain or relate in any manner to the Property or any portion thereof, and the improvements now or hereafter thereon, or to the ownership or operation thereof; all material, payment and performance bonds and letters of credit obtained in connection with the Property and the improvements now or hereafter thereon. All bank accounts (excluding trust and agency accounts), including interest thereon, Letters(s) of Credit, deposits, cash, money and all additions thereto and substitutions therefor and all cash proceeds thereof, delivered by Debtor to the bank. 3 4822-6951-5278.2 BRANCH BANKING AND TRUST COMPANY, successor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank, successor in Interest to Palm Beach National Bank & Trust Company, Plaintiff, v. SUPER STOP PETROLEUM INC.; and the CITY OF OKEECHOBEE, Defendant(s). IN THE CIRCUIT COURT OF THE NINETEENTH JUDICIAL CIRCUIT, IN AND FOR OKEECHOBEE COUNTY, FLORIDA Case No: (9-6 i ? CA 417 OF IGINA, O)r TH - DOCUMENT FILED �_._. 2012 -.Si HAU CN R+)E F TS0N Cj_ r_r.K '_iF C!:Y(`I_'I F, ORIDA COMPLAINT The Plaintiff, Branch Banking and Trust Company ("BB&T" or "Plaintiff'), by and through its undersigned counsel, sues the Defendants, Super Stop Petroleum, Inc., ("Super Stop"), and the City of Okeechobee (collectively, the "Defendants"), and alleges as follows: INTRODUCTION 1. This is an action to foreclose on certain real and personal property located in Okeechobee County, Florida more fully described below. 2. Plaintiff, BB&T, as successor in interest to Colonial Bank by acquisition of assets from the FDIC as Receiver for Colonial Bank the successor of Palm Beach National Bank & Trust, is a North Carolina banking corporation authorized to do business in the State of Florida. It purchased the loan obligations described in this Complaint from the FDIC as Receiver for Colonial Bank. BB&T is the owner and holder of the loan documents described below. 4826-8422-0176.2 3. The Defendant, Super Stop, is a Florida corporation and the owner of the real and personal property which is the subject of this action. 4. The City of Okeechobee is named herein as a party based upon Code Enforcement Liens/Orders entered against Super Stop which are junior, inferior and subordinate to Plaintiff's Mortgage. 5. Venue is proper in this Court pursuant to Florida Statutes § 47.011 in that, without limitation, the property that is the subject of this action is located in Okeechobee County, Florida. BACKGROUND 6. On September 30, 2002 Defendant, Super Stop, executed in favor of Plaintiff's predecessor in interest, Palm Beach National Bank & Trust Company ("PBNBTC"), a Promissory Note in the original principal sum of $919,750.00 (the "Note"). The Note is made payable to BB&T by virtue of an allonge (the "Allonge") attached to and made part of the Note. A true and correct copy of the Note and Allonge are attached hereto as Exhibit A. The Note is secured by a gas station in Okeechobee, Florida which is the subject of this action (the "Property"). 7. On September 30, 2002, in conjunction with the execution of the Note, Super Stop executed and delivered to PBNBTC a Mortgage And Security Agreement (the "Mortgage") securing payment of the Note, a separate Assigrunent of Leases and Rentals (the "Assignment of Leases and Rentals"), and an Assignment of Agreements Affecting Real Estate (the "Assignment of -Agreements"). The Mortgage granted BB&T's predecessor in interest a security interest in the Property. The Mortgage was recorded on October 4, 2002, in Official Records Book 0486, Page 0723 of the Public Records of Okeechobee County, Florida. The Assignment of Leases 2 4826-8422-0176.2 and Rentals was recorded on October 4, 2002, in Official Records Book 0486, Page 0760 of the Public Records of Okeechobee County, Florida. The Assignment of Agreements was recorded on October 4, 2002, in Official Records Book 0486, Page 0753 of the Public Records of Okeechobee County, Florida. True and correct copies of the Mortgage, Assignment of Leases and Rentals, and Assignment of Agreements are attached hereto as Exhibits B, C, and D respectively. 8. On October 4, 2002, a financing statement was recorded in Official Records Book 0486, Page 0766 of the Public Records of Okeechobee County, Florida. On October 2, 2002, a financing statement was filed in the Florida Secured Transaction Registry under File No. 200202305951, as amended by a financing statement filed on September 20, 2007 in the Florida Secured Transaction Registry under File No. 200706579273 (collectively, the "Financing Statements"). True and correct copies of the Financing Statements are attached hereto as Exhibit E. 9. Pursuant to an Agreement of Merger between PBNBTC and Colonial Bank dated July 30, 2002 (the "Agreement of Merger"), PBNBTC merged into Colonial Bank, an Alabama state bank, and all rights and interests of PBNBTC were transferred to and vested in Colonial Bank. I True and correct copies of the Agreement of Merger, a Certificate of Approval of Bank Merger, and the corresponding Articles of Merger are attached hereto as Composite Exhibit G. 10. On August 14, 2009, Colonial Bank was closed by the Alabama State Banking Department and the FDIC was named Receiver. On August 8, 2003, Colonial Bank, an Alabama state bank, converted into Colonial Bank, N.A., a national banking association. On June 12, 2008, Colonial Bank, N.A., a national banking association, coverted into Colonial Bank, an Alabama state bank. The 2003 Articles of Conversion and the 2008 Articles of Conversion filed with the Alabama Secretary of State evidencing these conversions are attached hereto as Composite Exhibit F. 3 4826-8422-0176.2 11. On August 14, 2009, BB&T purchased and assumed Colonial Bank's assets from the FDIC as Receiver for Colonial Bank. Among Colonial's assets sold, assigned, transferred, conveyed, and delivered to BB&T were the Note and Mortgage. 12. Further, the Mortgage was assigned from the FDIC to BB&T via an Assignment of Security Instruments and Other Loan Documents (the "Assignment") which was recorded in Official Records Book 00677, Page 1517, of the Public Records of Okeechobee County, Florida on October 26, 2009. A true and correct copy of the Assignment is attached hereto as Exhibit H. 13. As discussed above, the Note is made payable to BB&T by virtue of the Allonge attached to and made part of the Note. As such, BB&T is the owner and holder of the Note and Mortgage (collectively, the "Loan Documents"). 14. Super Stop defaulted under the Note and Mortgage by failing to pay the April 30, 2009 installment payment and all subsequent payments, and for its failure to pay the 2008, 2009, and 2010 real estate taxes on the Property. 15. On July 8, 2009 BB&T provided notice of the default to Super Stop. A true and correct copy of the notice of default is attached hereto as Exhibit I. 16. All conditions precedent to the Plaintiff's right to bring this action have been performed, have occurred, or have been waived. COUNT I FORECLOSURE OF MORTGAGE 17. This is an action to foreclose a mortgage on real and personal property located in Okeechobee County, Florida which secures the Note in excess of $15,000.00, exclusive of interest, costs, and attorneys' fees. 4 4826-8422-0176.2 18. Plaintiff re -alleges and incorporates by reference the allegations contained in paragraphs 1-15 above as if fully set forth herein. 19. Plaintiff is the owner and holder of the Loan Documents. 20. As of September 7, 2012, Super Stop owes Plaintiff principal of $591,305.51 on the Note, plus interest in the amount of $13,553.54, default interest in the amount of $408,450.00, late charges in the amount of $1,460.52, real estate fees in the amount of $1,172.66, real estate taxes from 2008, 2009, and 2010 in the amount of $46,109.78, and appraisal fees in the amount of $7,800.00, less post -maturity payments of $3,000.00, for a total amount due of $1,066,852.01 plus attorneys' fees, costs, interest, and other charges as provided for under the terms of the Loan Documents. 21. Super Stop may claim some interest in the Property; however, such interests are inferior and subordinate to that of the Plaintiff. 22. The City of Okeechobee may claim some interest in the Property by virtue of a Code Enforcement Lien/Order recorded on December 16, 2011 in OR Book 00709, Page 0020 of the Okeechobee Public Records and a Code Enforcement Lien/Order recorded on March 8, 2012 in OR Book 00712, Page 0230 of the Okeechobee Public Records, attached hereto as Composite Exhibit J. However, such interests are inferior and subordinate to that of the Plaintiff. 23. Super Stop defaulted under the terms of the Note, as more fully described above, which constitutes a material breach of the Note. 24. Plaintiff has engaged the services of the undersigned legal counsel to represent its interests in this action and has become obligated to pay its counsel a reasonable fee for such services for which Super Stop is liable under the Loan Documents. 5 4826-8422-0176.2 WHEREFORE, Plaintiff, BB&T, demands judgment (1) foreclosing the Property against Super Stop and the City of Okeechobee and all persons claiming an interest in the Property since the filing of the Notice of Lis Pendens; (2) ordering the sale of the Property under Florida Law by the Clerk of the Court if the sums found due are not paid when required; and (3) granting any other relief that the Court considers just and proper. 6 4826-8422-0176.2 WICK Florida Bar No. 0085578 FOLEY & LARDNER LLP 111 North Orange Avenue, Suite 1800 Orlando, Florida 32801 Tel: 407.423.7656 Fax: 407.648.1743 Emi. kreck@foley.com Attorneys for Plaintiff Th(a Note containe provisions allowing for changes in the Interest rate and monthly payment. PROMISSORY NOTE $919,750.00 North Palm Beach, Florida September 30. 2002 FOR VALUE RECEIVED, the undersigned, SUPER STOP PETROLEUM, INC., a Florida corporation, with an address at 8221 W. Atlantic Blvd., Margate. Florida 33063, as "Maker", promises to paywithout setoff, deduction or counterclaim of any kind or nature to PALM BEACH NATIONAL BANK & TRUST COMPANY ("Lender"), as Payee, or order, with an address at 125 Worth Avenue, Palm Beach, Florida, 33480, or at such other place as may be designated in writing, the principal sum of NINE HUNDRED NINETEEN THOUSAND SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($919,750.00), together with interest thereon on the principal amount from time to lime outstanding at an annual rate prior to maturity or default as follows: During the first five (5) years of the term of this Note from September 30, 2002 to September 29, 2007, the interest rate shall be seven and one half of one percent (7.50%) per annum and thereafter, the interest rale shall be adjusted annually beginning on September 30, 2007, and annually thereafter on each September 30 during the term of this Note (hereinafter referred to as a "Change Date"), to an interest rate equal to one half of one percent (0,50%) per annum above the highest prime lending rate determined, announced, published or otherwise in effect from day to day by The Wall Street Journal (Eastern Edition), as said interest rate is established, determined and utilized by Lender on each such Change Date during the term of this Note, until the principal and interest due and payable under this Note are fully paid (which rale is set at The Wall Street Journal's discretion and utilized by Palm Beach National Bank & Trust Company as only a benchmark and Is not necessarily the best or the lowest interest rate charged borrowing customers of Palm Beach National Bank & Trust Company), provided, however, that the rate of interest shall never exceed the highest interest presently allowed to be charged under Florida law, or any greater interest which may be charged under any amendments to applicable law. The interest rate established and in effect on each Change Date shall be the interest rate for the respective period of the term of this Note. Maker hereby waives any right to claim that the prifne rate is an interest rate other than that rate designated by Lender as its "prime rate" on the grounds that: (i) such rate may or may not be published or otherwise made known to Maker; or (ti) the Lender may make loans to certain borrowers at interest rates which are lower than its "prime rate". Interest shall be computed (calculated) on the actual number of days elapsed in each calendar year and an assumed year of 360 days. Any change in the rate of interest payable on this Note shall become effective as of the opening of business on the day on which such change in the prime rate is made by Lender pursuant to the terms of this Note. If the prime rate is discontinued or no longer quoted, the holder hereof shall have the right, exercising reasonablejddgment, to select a comparable per annum interest rate and such rate of interest determined by such method shall constitute the prime rate hereunder. If the holder of this Note shall so substitute a new method for determining the prime rate as aforesaid, such new method shall become effective immediately, upon written notice to Maker. If thereafter requested either by Maker or the holder hereof, Maker and the holder hereof will execute, and Maker hereof will record, if requested by Payee, al Maker's expense, an agreement satisfactory to the holder hereof. modifying this Note and all such new method of determining the prime rate. The principal and interest shall be payable at the office of.Payee set forth in the heading hereof, or at such other place as Payee, from time to time, may designate in writing. Maker and all endorses, sureties, guarantors and any other persons liable or to become liable with respect to the loan evidenced by this Note are each included in the term "Obligors" as used in this Note. Said principal and interest shall be payable in lawful money of the United States, on the dates and in the amounts specified below, to wit: I EXHIBIT A 1 1-1T 7 Tr,TTT LSP 1 C' r.+vrr - - rm BB&T-DENISEQ 003027 r Commencing on October 30, 2002 and on the 30th day of each month thereafter until September 30, 2012, Maker shall pay to Lender equal monthly payments of principal and interest, subject to adjustment as provided below, whichpayments shall represent the amount necessary to amortize the outstanding principal balance of this Note over a fifteen (1 5) year period. Such monthly payments of principal and interest shall. subject to the adjustment thereof provided below, continue to be due on the 30th day or each month until September 30, 2012, at which time the entire unpaid principal balance, together with all accrued and unpaid interest, shall be due and payable ("Maturity Date"). At such time as the interest rate changes under this Note as provided above, the monthly payments shall be adjusted commencing with the next ensuing monthly payment. The adjusted monthly payments shall be in an amount sufficient to amortize a loan in the then remaining principal amount hereof over the remainder of the original fifteen (15) year amortization period (which commenced on September 30, 2002) at the interest rate then payable hereunder. This Note may be prepaid in whole or in part at any time without penalty or prepayment charge, provided there is no uncured default hereunder or under the Security Instruments (as hereinafter defined) securing this Note, but the payment of any Larger sums in addition to the payments herein required shall not relieve the Maker of (he payment of the periodic installments herein provided for, unless it is specifically stipulated by the Maker at the time of any partial prepayment that such larger sums are to be applied lo the advance payment of the periodic installments next maturing in the order of their due dates. Any and all (pre)payrrlents under this Note shall be applied first to accrued and unpaid interest and then to outstanding principal payments due in inverse order of maturity. Maker acknowledges that Payee might not have made the loan evidenced by this Note and, in any case, would not have made such loan at the interest rate and for the term provided except for Makers agreement that it and/or affiliated or related parties shall maintain with Payee its primary deposit and banking relationship during the term hereof (the "Account Relationship"). In the event such Account Relationship is not maintained during the term of this Note, Payee shall have the right to accelerate the due date of this Note and all remaining !unpaid principal and accrued and unpaid interest hereunder shall, in such event, become immediately due and payable on or before thirty (30) days after deposit in the U.S. mails or hand delivery, as the case may be, of notice to such effect at the address of Maker Set forth above, or at such other address for notice as may have been specified by Maker in a written notice received by the President or Vice President of Payee at its address set forth above or, if such address Is no longer a location of Payee, then at Payee's main offices in Palm Beach County, Florida. This Note is secured by a Mortgage and Security Agreement and all other loan documents of even date herewith made by Maker in favor Of Lender and encumbering real property located in Okeechobee County, Florida. The aforesaid Mortgage and all other loan documents are hereafter collectively referred to as the "Security Instruments". All of the agreements, conditions, covenants, provisions and stipulations contained in the "Security Instruments" which are to be kept and performed by Maker are hereby made a part of this Note to the same extent and with the same force and effect as W They were fully set forth herein, and Maker covenants and agrees to keep and perform them, or cause them to be kept and performed, strictly in accordance with their terms. Any default by Maker under any of the Security Instruments may, at Payee's option, be treated as an event of default hereunder. Installments not paid within ten (10) days after the same are due shalt be subject to, and it is agreed that Payee or holder shall collect hereon, a "late charge' in the amount of five percent (5%) of the delinquent monthly payment upon each such delinquent installment, payable by Maker on demand. This fate charge shall be in addition lo, and not in lieu of, any other remedy the Lender may have and is in addition to any reasonable fees and charges of any agents or attorneys which the Lender is entitled to employ on any default hereunder, whether authorized herein. or by law 2 Da) BB&T-DENISEQ 003028 to the event that any payment of principal and/or interest due hereunder (whether by acceleration or otherwise) is not made within twenty (20) days after the due date, or upon the happening of any default in the performance of any of the agreements, conditions, covenants, provisions or stipulations contained in this Note or any of the Security Instruments, or the occurrence of any event by which under (he terms of the Security Instruments this Note may or shall become due and payable, then Payee at its option and without notice to Maker, unless expressly required herein or in the Security Instruments, may draclare immediately due and payable the entire unpaid balance of principal with interest accrued thereon at the then otherwise applicable rate specified hereinabove to the date of default and thereafter at a rate equal to the lesser of twenty five (25%) percent per annum or the maximum legal rate of interest chargeable to Maker (which rate is hereinafter referred to as the "Default Rate"), in lieu of the rate hereinbefore specified, on ail other sums due by Maker hereunder or under the Security Instruments, anything herein or in the Security Instruments to the contrary notwithstanding• which shall be payable by Maker on demand. Payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Payee in this Note or the Security Instruments. In the event of such default, Lender shall be entitled to pursue any and alt rights and remedies provided by applicable law andlor under the terms of this Note or any of the Security Instruments, all which shall be cumulative and concurrent and may be exercised successively or concurrently or singly, at the sole discretion of the Payee, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Upon the occurrence and during the continuation of any event of default, Lender, at its option, may at any time, declare any or alt other liabilities of any Obligor to Lender immediately due and payable (notwithstanding any contrary provisions thereof) without demand or notice of any kind. fn addition, Lender shalt have the right to set off any and all sums owed to any Obligor by Lender in any capacity (whether or not then due) against this Note and/or against other liabilities of any Obligor to Lender. Maker hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note or the other Security Instruments, as well as all benefit that might accrue to Maker by virtue of any present or future taws exempting•ihe mortgaged property, real or personal or any part• of the proceeds arising from any sale of any such properly, from attachment, levy, or sale' under execution, or providing for any stay of execution to be issued or any judgment recovered on this Note or in any action to foreclose the Mortgage and Security Agreement of even date herewith, exemption from civil process, or extension of time for payment; and Maker agrees that any interest in real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued thereon, may be sold upon any such writ in whole or in part In any order desired by Payee. Maker shall pay all amounts owing under this Note in full when due without set-off, counterclaim, deduction or withholding for any reason whatsoever. If any payment falls due on a day other than a day on which Lender is open for business (a "Business Day"), then such payment shall instead be made on the next succeeding Business. Day, and interest shall accrue accordingly. Failure or delay by Lender to exercise any and all rights or remedies which Lender may in the event of any default be entitled to exercise shall not constitute a waiver of the right to exercise such rights or remedies, in the event of any subsequent default, whether of the same or different nature. No waiver of any right or remedy by Lender shall be effective unless made in writing and signed by Lender, nor shall any waiver on one occasion apply to any future occasion. Maker acknowledges that the loan evidenced by this Note and secured by the Security Instruments is made in reliance on the financial strength of the Maker as well as on the value of the collateral pledged by the Security Instruments. Accordingly. Maker specifically acknowledges that in the event of a forecfosure under the above referenced Mortgage and Security Agreement andlor realization of the other interests assigned, pledged and secured by the other Security Instruments, the Lender shall be entitled to the 3 ,J� BB&T-DENISEQ 003029 entry of a deficiency judgment to the extent of any deficiency against the Maker. Maker further acknowledges that this Note is subject to the terms of each of the Security Instruments. Haweveer, nothing herein shall prevent Lender from pursuing a judgment and/or collection action aeinet Maker prior to or simultaneouslywilh pursuing foreclosure. If the floating rale of interest provided hereunder should increase above the maximum interest rate permitted by applicable law or twenty-five percent (25%) per annum. whichever shall be leas, then notwithstanding any contrary provision in this Note or any of the Security Instruments and without necessity of further agreement by Lender or any Obligor. the unpaid balance of the Note shall thereupon bear interest at such maximum lawful rate. lithe floating'interest should thereafter decrease below such maximum lawful rate, the Note shall once' again bear interest at the then applicable floating interest rate. In the event that the interest provisions of this Note or any exactions provided for in this Note or any other Security Instrument shall result at any time or for any reason in an effective rate of interest that transcends the maximum interest rate permitted by applicable law (if any), then without.further agreement or notice the obligation to be fulfilled shall be automatically reduced to such limit and all sums received by Lender in excess of those lawfully collectible as interest shall be refunded to the Maker hereof. Such refund may be made by application of the excess portion against the sums due hereunder but such crediting shall not cure or waive a default. The Maker and the othec.Obligors hereby: (a)waive demand, presentment, protest, notice of protest. notice of nonpayment or dishonor. notice of requirements necessary to charge or hold any Maker liable with respect to the Note and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; (b) waive any right to immunity from any such action or proceeding and waive any immunity or exemption of the mortgage property, wherever located, from garnishment. levy, execution, seizure or attachment prior to or In execution of judgment, or sale under execution or other process for the collection of debts; (c) waive any right to interpose any set-off or non -compulsory counterclaim or to plead laches or any statute of limitations as a defense in any such action or proceeding and waive (to the extent Lawfully walvable) all provisions and requirements of taw for the benefit of any Maker now or hereafter in force; (d) submit to the jurisdiction of the state and federal courts in the State of Florida for purposes of any such action or proceeding: (e) agree that the venue of any such action or proceeding may be laid In Palm Beach County, Florida (in addition to any county in which any collateral for the Nate is located), and waive any claim that the same is an inconvenient forum; (t) agree that the death or mental or physical incapacity of Maker, any Guarantor or any obligor, that is a natural person, shall, at Lender's option, which option may be exercised then or at any time thereafter, result in this Note being then due and payable in full: (g) agree that the dissolution or merger or consolidation or termination of the existence of any Maker or Guarantor that is a business entity (or if any person controlling such Maker or Guarantor shall take any action authorizing or leading to the same), shall, at Lender's option, which option may be exercised then or at any time thereafter, result in this Note being then due and payable in full; and (h) consent 10 any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of the collateral or any part thereof, with or without substitution, and agree that additional makers, endorsees, guarantors or sureties may become parties hereto without notice to them or affecting their liability hereunder. No provision of this Note shall limit Lender's right to serve legal process in any other mariner permitted by law or to bring any such action or proceeding in any other competrent jurisdiction. The Maker and the other Obligors hereby consent and agree that, at any time and from time to time without notice, (1) Lender and the owner(s) of any collateral then securing this Note may agree to release, increase, change, substitute or exchange all or any part of such Collateral, and (ii) Lender and any person(s) then primarily liable for this Note may agree to renew, extend or compromise this Note in whole or in part or to modify the terms of this Note in any respect whatsoever; no such release. increase, change, substitution, exchange, renewal, extension, compromise or modification shall release or affect in any way the liability of any Maker, and the Maker hereby waives any and all defenses and 9 BB&T-DENISEQ 003030 claims whatsoever based thereon. Until Lender receives all sums due under this Note and all other Security Instruments in immediately available funds, no Maker shall be released from liability with respect to this Note unless Lender expressly releases- such MakeF in writing signed by Lender, end Lender's release of any Maker(s) shall not release any other person liable with respect to this Note. The Maker agrees to pay all filing fees and similar charges and all costs incurred by Lender in collecting or securing or attempting to coliect or secure this Note, including reasonable attorney's fees, whether or not involving litigation and/or appellate, administrative or bankruOtcy proceedings. No extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or of the Security Instruments made by agreement between the holder hereof and any person or party shall release, discharge, modify, change or affect the liability of maker under this Note. - The Maker agrees to pay any documentary stamp taxes, intangible taxes or other taxes (except for federal or Florida franchise or income taxes based on Lender's net income) which may now or hereafter appy to this Note or the Security Instruments or any security therefor, and the Maker jointly and severally agree to indemnify and hold Lender harmless from and against any liability, costs, attorneys fees. penalties, interest or expenses relating to any:such taxes, as and when the same may be incurred. The Maker agrees to pay on demand, and -to indemnify and hold Lender harmless from and against, any and all present or future taxes, levies, Imposts, deductions, charges and withholdings imposed in connection with the Note by the laws or governmental authorities of any jurisdiction other than the State of Florida or the United Slates of America, and all payments to Lender under this Note shall be made free and clear thereof and without deduction therefor. The Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, except that federal law shall govern to the extent that it may permit Lender to charge, from time to time, interest on the Note at a rate higher than may be permissible under applicable Florida law. Lender is hereby given a Lien upon, a security interest in and a right of set-off against all collateral and property of Maker and of any Guarantor or other party(les) now or hereafter liable for repayment of this Note, now or at any time hereafter in the possession or control of Lender for any purpose or any capacity whatsoever, and whether joint, including but not limited to any balances or shares of any deposit, account or special account (excluding trust or agency account), or items of monies of the Maker or any Guarantor now or hereafter in the possession or control of or otherwise with Lender, including alt dividends and distributions thereon or other rights in connection therewith, and Lender shall have such right 10 such collateral and property as authorized by law as security for the payment of this Note. Lender shall have the same rights to such collateral and property as it has with respect to the property which is the subject of the Security instruments. Without limiting the generality of the foregoing, Lender shall have a prior perfected security interest to secure the repayment of this.Note and may, at any time or from time to time at its option and without notice upon default of Maker. end expiration of applicable grace periods (if any), (a) appropriate and apply towards the payment of this Note the balance of any such account of the Maker or Guarantor, and (b) transfer into its own name or that of its nominee any such collateral and properly in the possession or custody of Lender, except agency or trust account. Any provision of this Note or Security Instruments which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent that the Obligors may lawfully waive anylaw that would otherwise invalidate any provision of this Note, each of them hereby waives the same, to the end that this Note shall be valid and binding and enforceable against each of them in accordance with all its terms. 5 17� BBBT-DENISEQ 003031 It this Note is signed by more than one person, then the term "Maker and "Obligor" as used in this Note shall refer to all such persons jointty and severally, and alt promises, agreeements, covenants, waivers, consents, representations. warranties and other proviatons In this Note arm made by and .hall be binding upon each and every undersigned person, jointly and severally, their successors and assigns. The term "Lender" shall be deemed to include any subsequent holder(s) of this Note. Whenever used In this Note, the terrrr "person" means any individual, firm, corporation, trust or other organization or association or other enterprise or any governmental or political subdivision, agency, department or instrumentality thereof. Whenever used in this Note, words in the singular include the plural, words in the plural include the singular, and pronouns of any gender include the other genders, all as may be appropriate. THE "PRIME RATE' IS A BASE REFERENCE RATE OF INTEREST ADOPTED BY LENDERAS A GENERAL BENCHMARK FROM WHICH LENDER DETERMINES THE FL©ATING INTEREST RATES CHARGEABLE ON VARIOUS LOANS TO BORROWERS WITHVARYINGDEGREES OF CREDITWORTHINESS, AND MAKER ACKNOWLEDGES ANO AGREES THAT LENDER HAS MADE NO REPRESENTATIONS WHATSOEVER THAT THE "PRIME RATE" IS THE INTEREST RATE ACTUALLY OFFERED BY LENDER TO 'BORROWERS OF ANY PARTICULAR CREDITWORTHINESS. Time shall be of the essence with respect to the terms of this Note. This Note cannot be changed or modified orally. Lender shall have the right unilaterally to correct scriveners errors or omissions in this Note or any other Security Instruments with written noti ce provided to Obligors. Except as otherwise required by law or by the provisions of this Note or any other Security Instruments, payments received by Lender hereunder shall be applied first against expenses and indemnities. next against interest accrued on the Loan, and next in reduction of the outstanding principal balance of this Note. Maker shall receive immediate crediton payments if made in immediately available funds; otherwise, said payments shall be credited after clearance. Except as otherwise required by the provisions of this Note of any other Security Instruments, any notice required to be given to any Obligor shall be deemed sufficient if made personally or if mailed, postage prepaid, to such Obligor's address as it appears in this Note (or, if none appears, to any address for such Obligor then registered in Lender's records). All of the terms of this Note shall inure to the benefit of Lender and its successors and assigns and shall be binding upon each and every one of the Obligors and their respect heirs, executors. administrators, personal representatives, successors and assigns, jointly and severally. ANY DEFAULT UNDER THE TERMS OF THIS NOTE OR ANY SECURITY INSTRUMENT SHALL ALSO CONSTITUTE A DEFAULT UNDER THE TERMS OF ANY OTHER NOTE, GUARANTY, OBLIGATION, LOAN, LIABILITY, MORTGAGE OR OTHER SECURITY INSTRUMENT MADE PAYABLE TO OR HELD BY LENDER AND SIGNED, GUARANTEED, CO-SIGNED OR ENDORSED BY ANY PARTY WHO IS LIABLE FOR REPAYMENT OF THIS NOTE OR ANY CORPORATION, PARTNERSHIP. JOINT VENTURE OR OTHER ENTITY IN WHICH ANY SUCH PARTY SIGNING THIS NOTE IS AN OFFICER, DIRECTOR, SHAREHOLDER, PARTNER, JOINT VENTURER OR HOLDS AN EQUITABLE. LEGAL OR BENEFICIAL INTEREST THEREIN (HEREIN CALLED THE "OTHER OBLIGATIONS"): LIKEWISE, ANY DEFAULT UNDER ANY OF THE OTHER OBLIGATIONS SHALL CONSTITUTE A DEFAULT HEREUNDER. IN THE EVENT OF A DEFAULT UNDER THIS NOTE, THE SECURITY INSTRUMENTS OR THE OTHER OBLIGATIONS WHICH WOULD ENTITLE LENDER TO ACCELERATE EITHER THIS NOTE OR ANY OF THE OTHER OBLIGATIONS, LENDER SHALL ALSO HAVE THE RIGHT TO ACCELERATE ALL OF SUCH OBLIGATIONS. The Lender may transfer this Note and deliver to the transferee(s) all or any of the Security Instruments and the collateral pledged thereby then held by the Lender as security for the indebtedness evidenced by this Note and the transferee(s) shall thereupon become vested with all the powers and rights herein given to the Lender with respect thereto: and the Lender shall thereafter be forever relieved and fully discharged from any liability or responsibility in the matter occurring after the date of transfer unless transferee assumes 6 BB&T-DENISEQ 003032 all of Lender's liability, but the Lender shall retain all rights and powers hereby given with respect to the Security Instruments and collateral not so transferred. Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver Is in writing and signed by Lender, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event. This Note may not be amended or modified, nor shall any waiver of any provision hereof be effective, except by an instrument in writing executed by maker and Lender or except as otherwise provided herein. MAKER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR THE TRANSACTIONS CONTEMPLATED HEREIN. MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDER NOR THE LENDERS COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. MAKER ACKNOWLEDGESTHATTHE LENDER HAS BEEN INDUCED TO ENTER INTO THIS LOAN, INCLUDING THIS NOTE, BY, INTER ALIA, THE PROVISIONS OF T111S PARAGRAPH. THIS LOAN IS PAYABLE IN FULL ON THE MATURITY DATE. MAKER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. MAKER WILL BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS MAKER OWNS OR MAKER WILL HAVE TO FIND A LENDER WILLING TO LEND THE MONEY AT PREVAILING MARKET RATES, WHICH MAY BE CONSIDERABLY HIGHER THAN THE INTEREST RATE OF THIS LOAN. • The rate of interest charged on this loan is authorized by Chapter 665 of the Florida Statutes. This statement Is made pursuant to F.S. 687.12 (4), the "Interest Rate Parity Statute". ALL REQUIRED DOCUMENTARY STAMPS DUE UNDER THIS NOTE HAVE BEEN AFFIXED TO THE MORTGAGE AND SECURITYAGREEMENT SECURING THIS NOTE. Maker, intending to be legally bound hereby, has caused this Note to be executed as of the day and year first above written. SUPER STOP PETROLEUM, INC., a Florida corporation BY: Denise Qureshi, President C:kbocunents and iettinOs\LAw 1I\oesktop1UNCONh1h.GTY\pROMNO/E.A0J.upd BB&T-DENISEQ 003033 Note: Lender: Borrower: Date: Principal Amount: ALLONGE to be attached to the following identified Note 205073900039 fnlppial Bank SiipeStop 2Ptroleum Inc 9/30/02 $919,750.00 Pay to the order of BRANCH BANKING AND TRUST COMPANY, its successors and assigns, as their interests may appear, without recourse to, or representation or warranty by, the undersigned. Dated effective as of the 14t day of August, 2009. FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Colonial Bank, Montgomery, Alabama By: 4)&1 1 <I Print name: _Teresa Griswold Title: Attorney -in -Fact 0 -ea BB&T-DENISEQ 003026 r t1:Gtvxr rr-.c-+ w 4 I rl• . STROSS LAW FirM 33920 U.S. Hwy. 19 N.; :gilts 351 Palm Harbor, FL 34684-2650 I5v • 5U vc'. J Fl° U, 11Jy.�1 1J., Solt 351 HHaor,, FL 4684-26 yK0486 PAHO 723 Will Call Box 70 This instrument prepared by yam: Brent G. Woln cr, Esquire COHEN NORRIS SCHERER W EINBERGER & WOLMER 712 U.S. Highway One, Suite 400 North Palm Beach, Florida 33408 File No. 80000.233 dBocurnerdary Starnpo paid In the amount of $ Class C Intaltoble Tax paid in the amount off i3q.� Sharon Robertson, Matt of Circuit Court Okeechobee Courtly; il°(ida By:': 4.-(1: BK O 8 6 Pd8E O 7 2 4 r« ,..odi., r,. , contained in the Note, this Mortgage or the Security Instruments, or Guaranties, if any, jointly and severally, or in the realizing upon, protecting, perfecting, defending, or enforcing, or any combination, the security of this Mortgage and the Security Instrutnents, or any of them, including reasonable attorneys' fees for all attorneys employed by Mortgagee, regardless of whether suit is brought, and for all administrative, trial and appellate proceedings, and bankruptcy proceedings, if any. As used in the Mortgage, the term, "this Mortgage" includes any and all amendments, modifications, extensions, renewals, replacements, substitutions and consolidations of this Mortgage, jointly and severally; and the term, "Loan Documents" means the Note, the Mortgage and the Security Instruments, jointly and severally. Mortgagor will pay and perform, as the case may be, the Indebtedness in accordance with the terms and provisions of this Mongage and the Loan Documents. 2. SECURITY. In consideration of the indebtedness evidenced by the Note and other valuable considerations, the receipt and sufficiency of which are hereby jointly and severally acknowledged, Mortgagor docs hereby grant, bargain, sell, alienate, remise, release, convey, assign and confirm unto Mortgagee and its successors and assigns, and does hereby grant to Mortgagee and its successors and assigns, the benefit of a lien upon and a security interest in all of the following property, whether real, personal or mixed, tangible or Intangible, and whether now or hereafter existing, to the extent and upon the terms and conditions set forth in this Mortgage, the Loan Documents, or both: (a) Land. The land in Okeechobee County, Florida is described on Exhibit "A" attached hereto and incorporated by reference (the "Land"). (b) Appurtenances. The benefit of all easements and other rights of' any nature whatsoever, if any, appurtenant to the Land or the Improvements, or both, the benefit of all rights-of-way, strips and gores of land, streets, alleys, passages, drainage rights, sewer rights, rights of ingress and egress to the Land and all adjoining property, and any improvements now or hereinafter located thereon, water rights and powers, oil, gas, rnineral and riparian rights, whether now existing or hereafter arising, together with the reversion or reversions, remainder or remainders, rents, issues, incomes and profits of any of the foregoing (the "Appurtenances"). (c) Improvements. All buildings, structures, betterments and other improvements of any nature now or hereafter situated in whole or in part upon the Land or the Appurtenances, regardless of whether physically affixed thereto orsevered or capable of severance therefrom (the "improvements"). (d) Tangible Property, All of Mortgagor's right, title and interest, if any, in and to all fixtures, equipment and tangible personal property of any nature whatsoever that is now or hereafter (i) situated upon or about the Land or the Irpprovements, or both, or (ii) situated upon or about the Land or the Improvements, or both, regardless of whether physir`plly affixed thereto or severed or capable of severance therefrom, or (iii) regardless of where situated, if used, usable or intended to be used in connection with any present or future use or operation of or upon the Land, The foregoing includes: all heating, air conditioning, lighting, incinerating and power equipment; all engines, compressors, pipes, pumps, tanks, motors, conduits, wiring, and switchboards; all plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, and communications apparatus; all boilers, fiimaces, oil burners, vacuum cleaning systems, elevators and escalators; all stoves, ovens, ranges, disposal units, dishwashers, water heaters, exhaust systems, refrigerators, cabinets, and partitions; all rugs, draperies and carpets; all laundry equipment; all building materials; alt furniture, furnishings, office equipment and office supplies: and all additions, accessions, renewals, replacements and substitutions of any or all of the foregoing. The items of property encumbered by this paragraph are jointly and severally called the "Tangible Property" in this Mortgage. 2 BB&T-DENISEQ 003035 'n0466 FACE0725 (S p." .Las Yue a {or ruardint dam) (e) Incomes. All rents, issues, incomes and profits in any manner arising from the Land, Improvements or Tangible Property, or any combination, including Mortgagor's interest in and to all leases, licenses, franchises and concessions of or relating to all or any portion of the Land, Improvements or Tangible Property, whether now existing or hereafter made, including all amendments, modifications, replacements, substitutions, extensions, renewals or consblidations; but reserving to Mortgagor in the manner provided by this Mortgage and the Collateral Assignment the right to collect and retain all such rents, issues, incomes and profits until Mortgagor's default under this Mortgage. The items of property encumbered by this subparagraph are jointly and severally called the "Rents" in this Mortgage. (f) Secondary Financing. All of Mortgagor's rights, power or privilege to further encumber any of the property described in this paragraph 2 for debt, it being intended by this provision to divest Mortgagor of the power to encumber or to grant a security interest in any of the property encumbered by this Mortgage as security for the performance of an obligation, except For "Permitted Encumbrances." as defined below. if Mortgagor obtains any additional financing without the written consent of the Mortgagee, it shall constitute an event of default. (g) Proceeds. All proceeds of the conversion, voluntarily or involuntary, of any of the property encumbered by this Mortgage into cash or other liquidated claims, or that are otherwise payable for injury to or die taking or requisitioning of any such property, including all insurance and condemnation proceeds as provided in this Mortgage. (h) Contract Rights and Accounts. All of Mortgagor's right, title and interest in and to any and all contracts, written or oral. express or implied, now existing or hereafter entered into or arising, in any matter related to the improvement, use, operation, sale conversion or other disposition of any interest in the Land, Appurtenances, Improvements, Tangible Property or the Rents, or any combination, including any and all deposits, prepaid items, and payments dun and to become due thereunder, and including maintenance contracts, construction contracts, service contracts, advertising contracts, purchase orders and equipment leases; but reserving to Mortgagor the use and benefit of all such contracts, deposits, prepaid items, payments and proceeds unless and until Mortgagor defaults ander this Mortgage. Notwithstanding the foregoing, Mortgagee will not be bound by any of Mortgagor's obligations under any of the foregoing contracts unless and until Mortgagee elects to assume them in writing. (i) Name. All right, title and interest of Mortgagor in and to all trade names now or hereafter used in connection with the operation of the Land. (j) Other Intangibles. All contract rights, goods, inventory, commissions, money, documents, instruments, chattel paper, accounts, and general intangibles, as such terms from time to titne are defined in the Florida Uniform Commercial Code, in any manner related to the use, operation, sale, conversion or other disposition (voluntary or involuntary) of the Land, Appurtenances, Improvements, Tangible Property or Rents, including all permits, licenses, insurance policies, rights of action and other changes in action. The Land, Appurtenances, improvements and Tangible Property are jointly and severally called the "Property" or "Mortgaged Property" in this Mortgage. The portion of the property encumbered by this Mortgage that from time to time consists of intangible personal property, except for the Rents, is called the "intangible Collateral" in this Mortgage. Wherever used in this Mortgage, the use of the terms, "Mortgaged Property," "Rents" and "Intangible Collateral" means and Includes alb any portion applicable to the context. 3. BB&T-DENISEQ 003036 ,I0486 FI;GE0726 (Sow tbv Ila* rt kr raen.dsna'H, ) 3. SECURITY AGREEMENT, To thc extent of the property described encumbered by this Mortgage from time to time constitutes personal property subject to the provisions of the Florida Uniform Commercial Code, this Mortgage constitutes a "Security Agreement" for all purposes under such Code. Without limitation, Mortgagee, at its election, upon Motigagor's default under this Mortgage, will have all rights, powers, privileges and remedies from time to time available tb a secured party under the provisions of such Code with respect to such property. Notwithstanding any provision of this Mortgage to the contrary, Mortgagor and Mortgagee agree that, unless and until Mortgagee affirmatively elects otherwise, all property in any manner used, useful or intended to be used for the improvement of or production of income from the Land, except furniture, furnishings, office equipment and office supplies, is, and at all times and for all purposes and in all proceedings, both legal or equitable, shall be regarded as part of the real estate irrespective of whether any such items are physically attached to the Improvements (serial numbers are used for the better identification of certain equipment); or any such item is referred to or reflected in any financing statement filed or recorded at any time. Similarly, the mention in any financing statement of the rights it, or the proceeds of, any fire and/or hazard insurance policy, or any award in eminent domain proceedings for a taking or for loss of value, or Mortgagor's interest as lessor in any present ar future lease, or rights to a lease or otherwise, shall not be construed as altering any of Mortgagee's rights as determined by this Mortgage, or otherwise available at law or in equity, or impugning the priority of this Mortgage or the Loan Documents, or both, but such mention in any financing statement is declared to be for Mortgagee's protection if, as, and when any court holds that notice of Mortgagee's priority of interest, to be effective against a particular class of persons, including the federal government and any subdivisions or entities of the federal government, must be perfected in the manner required by the Florida Uniform Commercial Code. 4. AFTER-ACQUIRED PROPERTY. Without the necessity of any further act of' Mortgagor or Mortgagee, the lien of and security interest created by this Mortgage automatically will extend to and include (i) any and all renewals, replacements, substitutions, accessions, proceeds, products or additions of or to the Mortgaged Property, the Rents and the Intangible Collateral, and (ii) any and all monies and other property that from time to time may, either by delivery to Mortgagee or by any instrument (including this Mortgage) be subjected to such lien and security interest by Mortgagor or by anyone on behalf of Mortgagor, or with the consent of Mortgagor, or which otherwise may come into the possession or otherwise be subjected to the control of Mortgagee pursuant to this Mortgage or the Loan Documents, or both. 5. TITLE WARRANTIES. Mortgagor covenants with Mortgagee that, subject to the Permitted Encumbrances (as such term is hereinafter defined): (i) Mortgagor is indefeasibly seised of the Mortgaged Property in fce simple and has full power, lawful right and authority to convey the same in fee simple and to encumber the same with the lien of this Mortgage; and (ii) that Mortgagor has the full power, lawful right and full authority to grant Mortgagee a prior perfected security interest in all portions of the property described in this Mortgage that may constitute property subject to the provisions of the Florida Uniform Commercial Code; and (iii) that thc Mortgaged Property, the Rent and the Intangible Collateral are free and clear of all liens, encumbrances and security interests of any nature except for the lien to taxes and assessments not yet due and payable, restrictions of record, and zoning and other land use controls imposed by any public authority (the foregoing items are called "Permitted Encumbrances" in this Mortgage. 6. LIENS. Mortgagor will not create or permit to be created, or to remain., and will promptly discharge any and all liens or encumbrances upon or security interests in the Mortgaged Property, Rents and Intangible Collateral, ar any combination, whether consensual, common law, statutory, voluntary, involuntary, or arising by operation oflaw, except Permitted Encumbrances. Notwithstanding the foregoing, Mortgagor may contest the amount, validity and 4 BB&T-DENISEQ 003037 era 4 8 6 adsEO 7 2 7 (5 cue oeo.t bn b for rconeni duo) enforceability of any involuntary or nonconsensual lien, encumbrance or security interest, including those arising by operation of law, in the manner provided in Paragraph 10 below. 7. FURTHER ASSURANCES. Mortgagor, from time to time, will execute, acknowledge, subscribe and deliver to or at the direction of Mortgagee such further assurances as Mortgagee may reasonably require for the purpose of evidencing, perfecting or confirming the lien and security interest created by this Mortgage, or the security intended to be afforded by the Loan Documents, or both. Without limitation of the foregoing, Mortgagor will defend, indemnify and hold Mortgagee harmless with respect to any suit or proceeding in which the validity, enforceability or priority of the lieri or security interest, or both is endangered or attacked, directly or indirectly, and will provide Mortgagee with such security for the defense of any such claim as Mortgagee reasonably may require. If Mortgagor fails to undertake the defense of any such claim in a timely manner, or fails to furnish Mortgagee with reasonable security for such defense, or, in Mortgagee's sole but reasonable determination, fails to prosecute such defense with due diligence, then Mortgagee is authorized to take, at the expense of Mortgagor, all necessary and proper action in defense of any such claim, including the retention of legal counsel, the prosecution or defense of litigation and the compromise or discharge of claims, including payment of all costs, expenses and losses, if any, so incurred by Mortgagee, including reasonable attorneys' fees, regardless of whether suit is brought and, if suit is brought, for all administrative, trial and appellate proceedings, if any, will constitute advances by Mortgagee as provided in the following paragraph. 8. ADVANCES. If Mortgagor defaults in the observance or performance of any of the provisions of this Mortgage or the Loan Documents, or both, then Mortgagee, without waiving or otherwise impairing any other right or remedy of Mortgagee, ar its sole option and without obligation to do so, and without demand upon Mortgagor may make any such payment or take such action as Mortgagee deems necessary or appropriate to correct such Event of Default, or protect the security of this Mortgage or the Loan Documents, or meet regulatory review. approval or investigation requirements, or any combination thereof. In the event the Mortgagee deems it necessary to evaluate the value or quality of the mortgage lien, Mortgagee shall have the right to purchase an appraisal, and/or an appraisal up -date, surveys, title searches, UCC searches or name searches at the sole expense of the Mortgage and Mortgagee may advance such funds as additional principal which shall be secured by this mortgage lien. All payments so made, together with all costs and expenses so incurred, will be added to the principal amount due under the Note and thereafter will bear interest at the rate then payable as provided for in the Note, and will be secured by the lien and security interest granted by this Mortgage and by the Loan Documents. Mortgagor acknowledges that it is responsible for payment of all costs incurred by Mortgagee in making advances to protect its secured interest in the sole discretion of Mortgagee and in complying with all of Mortgagee's underwriting criteria and requirements of regulatory inspectors or auditors until the indebtedness is paid in full. These costs may include, but are not limited to, appraisals, environmental surveys, credit searches, name searches, tax searches and title searches. All such costs constitute an indebtedness secured by this Mortgage, and shall be the financial obligation of Mortgagor. For the foregoing purposes, Mortgagee is authorized to enter upon the Mortgaged Property for such purposes; to appear in and defend any action or proceeding purporting to affect the security of this Mortgage ar the rights or powers of Mortgagee hereunder, to pay, purchase, contest or compromise any encumbrance, charge or lien that in the reasonable judgment of Mortgagee appears to affect adversely the Mortgaged Property, the Rents or the Intangible Collateral; and to take whatever action Mortgagee, in its discretion deems necessary or appropriate in exercising any such powers. Mortgagor immediately, upon demand, will pay all sums so expended by Mortgagee, with Interest from the date of such expenditure at the rate then payable as provided in the Note, in the event 5 BB&T--DENISEQ 003038 < < „,01486 PA6E0 7 2 6 !Sri a'Ews Inca fm m rding dm) of non -acceleration of the principal balance, or shall be added to the principal by the Mortgagee. 9, IMPOSITIONS. Mortgagor will pay or cause to be paid, when due (1) all property taxes, assessments, water, sewer, utility and other rents, rates and charges, including all excises, taxes, levies, license fees, permit fees and other fees and charges, whether general or special, ordinary or extraordinary, foreseen or unforeseen, that may be assessed. levied ort imposed upon the Mortgaged Property, the Rents or the Intangible Collateral, or any combination, or otherwise arising with respect to the occupancy, use, possession or disposition thereof, whether or not the failure to pay the same might result in the creation of a lien upon the Mortgaged Property, the Rents or the Intangible Collateral, or any combination; (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed with respect to Mortgagor's right to do business on or from the Mortgaged Property; (iii) all taxes and fees (except for state and federal income tales and state intangible taxes on the Indebtedness levied by any state otter than the State of Florida, unless any such tax is in lieu of or a credit against any other tax payable by Mortgagor) that may be levied by the United States of America or any state or political subdivision thereof, upon Mortgagee in connection with or upon the other Loan Documents, this Mortgage or the Indebtedness, or its payment, or collection, or any combination; and (iv) all lawful claims and demands of contractors, subcontractors, mechanics, laborers, materialmen and other lienors which, if unpaid, might result in the creation of a lien upon the Mortgaged Property, the Rents or the Intangible Collateral, or any combination. The items payable under this paragraph are individually and collectively called "Impositions"; and nothing contained in this paragraph will require the payment ofany Imposition so long as the amount, validity or enforceability thereof is contested by appropriate proceedings as provided in the following paragraph. With respect to state and local real and tangible personal property taxes, however, Mortgagor will pay them and will furnish Mortgagee with copies of the receipts for each such payment without demand at least thirty (30) days prior to the date such taxes will become delinquent; and any contest of the same will be by a suit or other proceeding for a refund. With respect to all other Impositions, Mortgagor will furnish Mortgagee with proof of such payment upon demand. If any payment required to be made by Mortgagor by this paragraph is prohibited by law, with the result that Mortgagee becomes liable for its payment, then the indebtedness will immediately become due and payable, at Mortgagee's option. 10. CONTESTS. Mortgagor may contest, by any and all appropriate administration, trial or appellate proceedings, or any combination, and in Mortgagee's name, if required by law, the amount, validity, enforceability or application of any; imposition, legal requirement or other obligation that Mortgagor is required to pay or perform to any person or entity other than Mortgagee by provision of this Mortgage or the other Loan Documents, or any combination, if and only for so long as: (i) such contest suspends the collection or enforcement of the ;tem(s) contested, (ii) no part of the Mortgaged Property, Rents or intangible Collateral will be subject to loss, sale or forfeiture before final determination of any such contest, (iii) neither Mortgagor nor Mortgagee will be subject to any criminal liability, (iv) Mortgagor furnishes such security as may be required by law in connection with each such contest, (v) the value, usefulness and marketability of the Mortgaged Property will not be adversely impaired by any such contest, (vi) Mortgagor otherwise continues to pay or perform, as the case may be, the Indebtedness as required by this Mortgage, (vii) Mortgagor otherwise is not in default under any provision of this Mortgage, (viii) each such contest is continuously prosecuted diligently to final determination, (ix) Mortgagor pays or causes to be paid, and defends, indemnifies and holds Mortgagee harmless of and from any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees) incurred in connection with each contest, (x) Mortgagor, promptly following final determination of each such contest, fully pays and discharges all amounts that may be levied, assessed, charged, imposed or otherwise determined to be payable, together with all penalties, fines, interests, costs and expenses, and otherwise complies with such final determination, at Mortgagor's sole cost and expense; (xi) Mortgagor furnishes Mortgagee with such security as 6 BB&T-DENISEQ 003039 410486 PAGE0729 (Specs Anarc iR it for wording data) Mortgagee reasonably may require to assure Mortgagor's compliance with all of the foregoing requirements. So long as Mortgagor complies with the foregoing and Mortgagee is promptly reimbursed for all costs and expenses incurred, Mortgagee will cotperate with Mortgagor in connection with any such contest. 1 1. INSURANCE. Mortgagor, at Mortgagor's sole cost, at all times must obtain and maintain in force and effect all insurance coverages required by the Mortgagee which insurance policies and coverages shall be in the amounts and otherwise meet all requirements ofthe Mortgagee. Mortgagor shall furnish Mortgagee evidence of renewal or replacement coverage not later than thirty (30) days prior to the date any coverage will expire, and will furnish to Mortgagee the originals, or duplicate copies, of all policies required and all renewals or replacements thereof, or original certificates of coverage satisfactory to Mortgagee, as Mortgagee may elect If any loss occurs with respect to the Mortgaged Property, Mortgagee is hereby appointed attorney-in-fact for Mortgagor to make proof of loss or damage to the Mortgaged Property, and Mortgagor will not adjust or settle any such loss without Mortgagee's prior written consent, which consent shall not be unreasonably withheld or delayed. Upon any default by Mortgagor under this Mortgage, all right, title and interest of Mortgagor in and to all such insurance policies then in force, including any and all uneamcd premiums and existing claims, will pass to Mortgagee, which, at its option, and as attorney-in-fact for Mortgagor, may then make, settle and give binding acquittances for claims under all such policies, and may assign and transfer such policies or cancel•or surrender them, applying any unearned premium in such manner as Mortgagee may elect. The foregoing appointinent of Mortgagee as attorney-in-fact for Mortgagor is coupled with an interest, and irrevocable. Notwithstanding the occurrence of any casualty or the availability of any insurance proceeds, Mortgagor will pay the Indebtedness in the manner required by this Mortgage and the Loan Documents. 12, CONDEMNATION, If all or any part of the Mortgaged Property, or any interest therein or right accruing thereto, or the Rents or the Intangible Collateral, or any combination, is taken as a result of, or in lieu or in anticipation of. the exercise of the right of condemnation or eminent domain, or by reason ofthe temporary requisition of the use or occupancy of the Mortgaged Property, in any event by any government or quasi-govemmental authority, civil or military, or any other party entitled to exercise such powers by law, general or special, or is devalued or otherwise adversely affected by any of the foregoing actions, all proceeds payable with respect to any such action are assigned to Mortgagee and shall be paid to Mortgagee. Any of the foregoing actions are sometimes called a "condemnation" or "taking" in this Mortgage and the Loan Documents. Such proceeds include, without limitation, severance damages, damages arising from the change of grade of any street or the access thereto, the taking of air rights and damages caused by noise, pollutants and other emissions. Notwithstanding any such taking or other injury or decrease in value, or the availability of any proceeds for any of the foregoing, Mortgagor shall continue to pay the Indebtedness in the manner required by this Mortgage and the Loan Documents. Mortgagee's rights under this paragraph will survive the foreclosure or other enforcement ofthis Mortgage, and Mortgagee will have the right to receive and retain all proceeds to the extent of any deficiency which exists upon such foreclosure or other enforcement, together with legal interest thereon, and to the extent of reasonable counsel fees, costs and disbursements incurred by Mortgagee in connection with the collection of such proceeds. Such right shall exist whether or not a deficiency judgment shall have been sought or recovered or denied upon the Note. The remaining balance of such proceeds, if any, will inure to the benefit of the parry entitled thereto by applicable law. J 3. PROCEEDS. All proceeds payable with respect to any casualty, loss, or condemnation involving the Mortgaged Property as provided in the preceding two paragraphs, or for any private trespass or other injury to or devaluation of Mortgaged Property, the Rents or the Intangible Collateral, or any combination thereof, are hereby 7 BB&T-DENISEQ 003040 BK0486 PAE0730 (Spa Jn.thoe i, for 'mordo%dm.) assigned to Mortgagee and shall be payable to Mortgagee. Mortgagee shall have the option to apply said proceeds or awards in reduction of the Indebtedness, whether due or not, or to release them to Mortgagor, in the manner and upon such conditions as Mortgagee may require, for the purpose of repairing and restoring the Mortgaged Property. If the Mortgagee elects to make said proceeds or awards available to Mortgagor for such repair and restoration, the Mortgaged Property shall be So repaired, restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage destruction or taking, If the cost of rebuilding, repairing or restoring the Mortgaged Property may reasonably exceed the sum ofS50,000.00, then the Mortgagee must approve plans and specifications for such work before such work shall be commenced. Neither the availability of any such proceeds nor their receipt or application by Mortgagee will operate as a waiver of any default under this Mortgage unless Mortgagee elects otherwise in writing. 14. CONDITION, Mortgagor, at its sole cost, will make all repairs, renewals, replacements, servicing and reconstruction that is necessary to maintain any structures now or hereafter located on the Land in good order, condition and repair, and to Mortgagee's satisfaction, excepting only normal wear and tear. Immediately following the occurrence of any casualty or other loss, Mortgagor promptly will undertake all restoration required and will pursue it diligently to completion. Mortgagor will (i) not strip, waste, remove or demolish any portion ()film Mortgaged Property, nor suffer or permit any such action, and (ii) promptly comply with all laws, governmental regulations and public or private restrictions or easements, or both, of any kind affecting the Mortgaged Property or requiring any alterations or improvements to. be made thereon, and (iii) not commit, suffer or permit any act upon the Mortgaged Property in violation of any law, subject to Mortgagor's right to contest the same in good faith to conclusion, provided such contest shall not adversely affect the Mortgaged Property. If any public. agency or authority requires or commences any proceedings -for the demolition or removal, or both, of any buildings comprising the Mortgaged Property, then, unless Mortgagor Undertakes to contest such action in the manner provided above and pursues such contest to a successful conclusion, such :action will constitute a default under this Mortgage. Mortgagor will not, without Mortgagee's prior written consent, (i) make any material alterations, additions or improvements of or to the Mortgaged Property that will adversely affect the structural integrity of the Mortgaged Property or materially and adversely affect its value or operation, (ii) make any material change in the general nature of the use or occupancy of the Mortgaged Property, or (iii) institute or join or acquiesce in any action to change the existing zoning or land use classification of the Mortgaged Property. Mortgagee and any persons authorized by Mono: gee May enter the Mortgaged Property at all reasonable times without prior notice for inspections or for any other lawful purpose. 15. BOOKS AND RECORDS. Mortgagor, at all times, will keep proper books of record and account in which full, true and correct entries will be made of its transactions with respect to the Mortgaged Property and the Rents in accordance with generally accepted accounting practices, consistently applied, and which will properly and correctly reflect all items of income and expense in connection with the operation of the Mortgaged Property, regardless of whether such income or expense is realized by Mortgagor or any other person or entity whatsoever. Mortgagee will have the right from time to time during normal business hours to examine all such books, records and accounts at Mortgagor's office or at the office of such other person as maintains them, and to make such copies or extracts as Mortgagee may desire, at Mortgagor's expense. Mortgagee shall treat all such books, records and accounts as confidential. Mortgagor shall pay the reasonable fees and disbursements of any accountant or other agents of Mortgagee selected by Mortgagee for the foregoing purposes. Mortgagor will furnish to Mortgagee, at Mortgagor's expense, all evidence which Mortgagee may from time to time reasonably request as to the accuracy and validity of or compliance with all representations and warranties made by Mortgagor in the Loan Documents and satisfaction of all conditions contained therein. Any inspection or audit of the Property or the books and records of Mortgagor or the procuring of 8 13681-DENISEQ 003041 .A01+86 PMiiE073,1 (Sr". Wore Ix. is far rocoNinf data ) documents verifying financial and other information, by or on behalf of Mortgagee, shall be for Mortgagee's protection only, and shall not constitute any assumption of responsibility or liability by Mortgagee to Mortgagor or any one else with regard to the condition, maintenance or operation of the Property, nor Mortgagee's approval of any certification given to Mortgagee nor relieve Mortgagor of any of Mortgagor's obligations. 16. FINANCIAL STATEMENTS. W ithin 60 days following the end ofthe fiscal year ofthe Mortgagor, the Mortgagor will deliver to Mortgagee a (current) annual accountant prepared, review quality, financial statement (including, without limitation, an income and expense itemization, assets and liabilities and profit and loss statement) and an annual balance sheet (operating statement) reflecting the financial condition and complete results ofthe operation of the Property for the previous fiscal year, all certified to Mortgagee to be correct by an authorized officer of Mortgagor. Similarly, within sixty (60) days following the end of the calendar year, Mortgagor and Guarantor shall deliver to Mortgagee a(current) annual, accountant prepared, review quality, (personal) financial statement itemizing its assets and liabilities and other relevant information. All financial information to be delivered by Mortgagor and Guarantors shall be prepared in accordance with generally accepted accounting principals consistently applied and shall be in form and substance and contain such information and detail acceptable to the Mortgagee and certified to Mortgagee as being true and correct by an authorized officer of' the Mortgagor and/or the Guarantors. Mortgagee shall treat all financial statements referred to herein as confidential. All such financial information shall be prepared in accordance with generally accepted accounting procedures consistently applied. All required financial information must be accompanied by a certificate signed by an authorized officer of Mortgagor or Guarantor, respectively, stating that statements are accurate and complete. In addition, i Mortgagor and G uarantors will deliver to Mortgagee copies of all income lax returns, requests for extensions and other similar items thirty (30) days following its delivery of same to the Internal Revenue Service. Each quarter during thecalendaryear, Mortgagor shall deliver to Mortgagee an itemized operating (income and expense) budget and capital expenditure budget for the Property for the next succeeding calendar year on a month by month basis, in such format and such detail as Mortgagee may request. Li. Mortgagor shall furnish to Mortgagee, upon demand, such additional information, reports, documentation and statements respecting the business operations and financial condition of Mortgagor, and the ownership, maintenance, use and operation of the Property, from time to time, as Mortgagee may reasonably request. 111 Ifany of the aforementioned materials are not furnished to Mortgagee within the applicable time periods (excluding the budgets set forth above) or Mortgagee is dissatisfied with the contents of the foregoing, in addition to any other rights and remedies of Mortgagee contained herein, Mortgagee shall have the right, but not the obligation, to obtain the same by means of an audit by an independent public certified accountant selected by Mortgagee, in which Mortgagor agrees to pay or to reimburse Mortgagee for any expense of such audit and further agrees to provide all necessary information to said accountant and to otherwise cooperate in the making of such audit.. 17. TAXATION OF MORTGAGE. In the event of the passage after the date of this Mortgage of any federal, state or local law deducting from the value of teal property for the purpose of ad valorem taxation or any lien thereon or changing in any way the laws for the taxation of mortgages or debts secured by mortgages for federal, state or local purposes, or the manner of the collection of any such taxes, and imposing a tax, either directly or indirectly, on this Mortgage or the Note, Mortgagee shall have the right to declare the Indebtedness due on a date to be specified, with 9 BB&T-DENISEQ 003042 • sY0486 P46E0732 (Space .ho.e fine is for iaordirr da..) not less than sixty (60) days written notice to be given to Mortgagor by Mortgagee; provided, however, that such election shall be ineffective if Mortgagor is permitted by law to pay the whole of such tax in addition to all other payments required hereunder, and if Mortgagor, prior to such specified date, does pay such tax and agrees to pay any such tax (excluding, however, all taxes on the income of Mortgagee) when thereafter levied or assessed, and such agreement shall constitute a modification of this Mortgage. 18. ASSIGNMENT OF RENTS. The Rents and any and all leases relating to the Mortgaged Property are hereby assigned to Mortgagee as additional security for the indebtedness, together with the right to collect and enforce the same; provided, however, so long as there shall be no default under this Mortgage or the Loan Documents, Mortgagor shall have a license to collect and receive all Rents assigned hereunder. Neither this assignment of the Rents nor Mortgagee's enforcement ofthe provisions of this paragraph (including the receipt of the Rents hereby assigned) will operate to subordinate the lien of this Mortgage to any of the rights of any lessee under any lease of the Mortgaged Property hereby assigned, or to subject Mortgagee to any liability to any such lessee for the performance of any obligation of lessor under any such lease unless and until Mortgagee agrees to such subordination or assumes such liability by an appropriate written instrument; and all rights, title and interest of each such lessee in and to the Mortgaged Property, whether. arising by virtue of any such lease or otherwise, at all times will be and remain subject, subordinate and inferior to the lien of this Mortgage and all rights, remedies, powers and privileges of Mortgagee arising under or by virtue of this Mortgage or the Loan Documents, or both. 19. DEFAULT. The occurrence of any of the following (time being of the essence as to this Mortgage and all of its provisions) constitutes a default by Mortgagor under this Mortgage and, at the option of the Mortgagee, under the Loan Documents: (a) Scheduled Payment. Mortgagor's failure to make any payment required by the Note without notice or demand. (b) Monetary Default. Mortgagor's failure to make any other payment required by this Mortgage or the Loan Documents, within thirty (30) days after notice thereof by Lender. (c) Other. Mortgagor's continued failure to perform any other obligation imposed upon Mortgagor by this Mortgage for a period of thirty (30) days after demand (or such additional period as Mortgagee may specify in the event that such default, if curable, requires work to be performed, acts to be done or conditions to be remedied which by their nature cannot be performed, done or remedied, as the case may be, within such 30 -day period and Mortgagor shall diligently and continuously process the same to completion, or such lesser period as Mortgagee may specify in the event that Mortgagee's security reasonably will be materially impaired if Mortgagor does not perform in less than thirty (30) days). (d) Representation. Any representation or warranty of Mortgagor contained in this Mortgage or in any certificate delivered pursuant hereto, or in any other instrument or statement furnished in connection herewith, proves to be incorrect or misleading in any materially adverse respect as of the time when the same shall have been made, including, without limitation, any and all financial statements furnished by Mortgagor to Mortgagee as an inducement to Mortgagee's making the loan evidenced by the Note, or pursuant to any provision of this Mortgage. 10 BB&T-DENISEQ 003043 Ntftre A0486 P4GE0733 (Sr.0 .Cart roc n ra rtcadhns dau.) (e) Bankruptcy, if Mortgagor files a voluntary petition in bankruptcy or for reorganization or for an arrangement pursuant to the National Bankruptcy Code or any similar law. federal or state, now or hereafter in effect, or shall snake an assignment for the benefit of creditors or shall admit in writing Its inability to pay its debts as they become due, or shall suspend payment of its obligations or shall take any action in furtherance of the foregoing; or if Mortgagor shall consent to the appointment ofa receiver, trustee, liquidator or other similar official of Mortgagor or of the Mortgaged Property, or both; or if a petition or an answer proposing an adjudication of the Mortgagor as a bankrupt, or Mortgagor's reorganization pursuant to the National Bankruptcy Code or any similar law, federal or state, now or hereafter in effect, shall be filed in and approved by any coup of competent jurisdiction and the order approving the same shall not be vacated or stayed within sixty (60) days from entry; or if Mortgagor shall consent to the filing of any such petition or answer, or shall fail to deny the material allegations of the same in a timely manner. (f) Judgments. If (1) a final judgment, other than a final judgment in connection with any condemnation. and including any judgment or other final determination of any contest permitted by Paragraph 10 of this Mortgage, is entered against Mortgagor that (i) adversely affects the value, use or operation of the Mortgaged Property, or (ii) adversely affects, or reasonably may tend to adversely affect, the validity, enforceability or priority of the lien or security interest created by this Mortgage or the other Loan Documents, or both, or (2) execution or other final process issues thereon with respect to the Mortgaged Property, the Rcnts or the Intangible Collateral, and (3) Mortgagor does not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereon, in any event within sixty (60) days from entry, or shall not, within such period or such longer period during which execution on such judgment shall have been stayed, appeal therefrom or from the order, decree or process upon or pursuant to which such judgment shall have been entered, and cause its execution to be stayed during such appeal, or if on appeal such order, decree or process shall be affirmed and Mortgagor shall not discharge such judgment or provide for its discharge in accordance with its terms within sixty (60) days after the entry of such order or decree or affirmance, or if any stay of execution on appeal is released or otherwise discharged. (g) Liens. Ifany federal, state or local tax lien or any claim of lien for labor or materials or any other lien or encumbrance of any nature whatsoever is recorded against Mortgagor or the Mortgaged Property and is not removed by payment or transferred to substitute security in the manner provided by law, within thirty (30) days after demand by Mortgagee, or contested by Mortgagor in the manner provided by paragraph 10 above. (h) Leases. Mortgagor's default in the performance of Mortgagor's obligations as lessor under any lease of the Mortgaged Property, which default could result, in Mortgagee's judgment, in the termination of said lease. (i) Death. The death or mental or physical incapacity of any Mortgagor, Guarantor, or any obligor, that is a natural Person, shall, at Mortgagee's option, which option may be exercised then or at any time thereafter, result in this Mortgage being in default and the Note being then due and payable in full. (j) Dissolution. The dissolution or merger or consolidation or termination of the existence of any Mortgagor or Guarantor that is a business entity (or if any person controlling such Mortgagor or Guarantor shall take any action authorizing or leading to the same), shall, at Mortgagee's option, which option may be exercised then or at any time thereafter, result •in this Mortgage being in default and the Note being then due and payable in full. 11 BB&T-DENISEQ 003044 80486 N6E0734 (Sp.e'bore Ire n to !yaw tint d.w.) (k) Garr�ishmcnt, Service of a writ of attachment garnishment, or other collection remedies against Mortgagor's account. (1) 1 f the Mortgagor or any Guarantors of the Loan Or any individual, corporation, parmership or unincorporated association, joint stock corporation, joint venture or other entity of which the Mortgagor or any Guarantors is an officer, director, shareholder, partner, joint venturer or holds an equitable, legal or beneficial interest therein, shall fail to pay when due any other indebtedness, loans, liabilities or obligations direct or indirect, absolute or contingent, heretofore or hereafter owed by such party or parties to the Mortgagee or any interest or premium thereon, whenever such indebtedness or obligation shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise. (m) Any sale, transfer, (whether voluntary or by operation of law), pledge, hypothecation or further encumbrancing ofall or any part ofthc Property or any interest therein, or the additional assignment of all or airy part of the rents, income or profits arising therefrom, in either case without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sok discretion. (n) Mortgagors failure to comply within thirty (30) days with a requirement, order or notice of violation of a law, ordinance, or regulation issued or promulgated by any political subdivision or governmental (authority) department claiming jurisdiction over the Property or any operation conducted on the Property (or, if such order or notice provides time period for compliance, Mortgagor's failure to comply within such period), or, in the case of a curable noncompliance requiring longer than the applicable time period for its cure, Mortgagor's failure to commence to comply with said order notice within said period or failure thereafter to pursue such cure diligently to completion, unless the same is being contested in good Faith by appropriate proceedings which stay the implementation of the applicable governmental requirement. (o) The failure of Mortgagor to pay any taxes. assessment, utility charge, or other charge against any of the Property, or any part thereof as and when required by this Mortgage. (p) The actual or threatened waste, impairment, abandonment, deterioration, removal or demolition. material alteration or enlargement ofany building or other improvements on the Property, the commencement of construction of any new building or other improvements on any part of the Property, in either case without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sole discretion. (q) Any declaration by Mortgagor or any Guarantors of' its intention not to perform their respective obligations under this Mortgage or any of the documents delivered in connection herewith as and when the same shall become due. (r) The existenceofanyuncureddefaultunderanyothermortgageorencumbranceaf ecting any of the Property (in the case of a default for which such mortgage or other encumbrance provides a grace period, if the defhultrernains uncured after the expiration ofthat grace period), or Mortgagor's acceptance of any fixture advance under, or modification of the term of, any other mortgage or encumbrance which may then be superior to the lien of this 12 BB&T-DENISEQ 003045 81%0 4 8 6 MO 735 Mortgage. (s) Guarantors: (Spoor .m.. link 1, d rsa rivoy d...) Any substantial adverse change in the financial condition of the Mortgagor or any of the (t) Mortgagee deeming itself insecure or the financial responsibility of the Mortgagor and/or any Guarantor under the Note becoming impaired or unsatisfactory to Mortgagee, all in the reasonable opinion of Mortgagee. (u) Upon termination or cancellation for any reason without Mortgagee's consent of any lease or any agreement for the supply of Shell Oil Company petroleum products required to operate the Property as a Shell Branded Service/Gasoline Station, upon which Mortgagee may have relied in making the Loan(s) secured hereby. (Mortgagee hereby consents to expiration of the term of any lease which was submitted to Mortgagee prior to execution hereof and which provides its term will end prior to maturity of the Nate). (v) Shell Branded Station. Mortgagor's failure to comply with and duly perform all the terms, conditions, duties and obligations required of Mortgagor under Paragraph 50 of this Mortgage. No consent or waiver expressed or implied by Mortgagee with respect to any default by Mortgagor under this Mortgage shall be construed as a consent or waiver with respect to any further default of the same or a different nature; and no consent or waiver shall be deemed or construed to exist by reason of any curative action initiated by Mortgagee or any other course of conduct or in any other manner whatsoever except by a writing duly executed by Mortgagee, and then only for the single occasion to which such writing is addressed. In order to accelerate the maturity of the Loan because of Mortgagor's failure to pay any tax, assessment, premium, charge, liability. obligation or encumbrance upon the Property as because of any other default by Mortgagor, Mortgagee shall not be required to pay the same or to advance funds to cure the default, notwithstanding Mortgagee's option under this Mortgage or any other Loan Document to do so; no such payment or advance by Mortgagee shall be deemed or construed a waiver of Mortgagee's right to accelerate the maturity of the Loan on account of such failure or other default. 20. REMEDIES. Upon the occurrence and continuance of any default under this Mortgage as provided in the preceding paragraph. Mortgagee may exercise any one or more of the following rights and remedies, in addition to all other rights and remedies otherwise available at law or in equity: (a) Other Documents. To pursue any right or remedy provided by the Loan Documents., (b) Acceleration. To declare the entire unpaid amount of the Indebtedness immediately due and payable, without notice, including all costs, charges and expenses incurred by Mortgagee, and including costs and reasonable attorneys' fees whether at trial, on appeal, or in bankruptcy, all such amounts to be secured by this Mortgage. (c) Foreclosure. Mortgagee may institute an action to foreclose the lien of this Mortgage, or take such other action at law or in equity for the enforcement of this Mortgage and realization on this Mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment 13 BB&T-DENISEQ 003046 3110486 PO0736 abcrn tra I, to. rtardlre dna) and execution for the entire unpaid balance of the principal debt, with interest at the rate stipulated in the Note to the date of default, and thereafter at the highest rate permitted by law as specified in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments on prior liens, insurance or repairs to the Property; all costs of suit at trial and appellate levels, together with interest at such rate on any judgment obtained by Mortgagee from and after the date of any foreclosure sale until actual payment is made to Mortgagee of the full amount due Mortgagee, and reasonable attorney's fees at trial and appellate levels; or Mortgagee may foreclose as to the sum past due with interest and costs, as above provided, without injury to this Mortgage or the displacement or impairment of the remainder of the lien thereof, and at such foreclosure sale the Property shall be sold subject to all remaining items of indebtedness; and Mortgagee may foreclose, in the same manner, as often as there may be any sum past due; or (d) Possession. Mortgagee may enter into possession of the Property, with or without legal action, and by force if necessary; collect therefrom all rentals (which term shall also include stuns payable for use and occupation) and, after deducting all costs of collection and administration expenses, apply the net rentals to any or all ofthe following in such order and amounts as Mortgagee, in Mortgagee's sole discretion, may elect: the payment of taxes, water and sewer rents, charges and claims, insurance premiums and all other carrying charges, and to the maintenance, repair or restoration of the Property, and on account and in reduction of the principal or interest or both, hereby secured; in and for that purpose Mortgagor hereby assigns to Mortgagee all rentals due and w become due under any lease or !cases or rights to use and occupation of the Property hereafter created, as well as all rights and remedies provided in such lease or leases or at law or in equity for the collection of the rentals. Mortgagee shall be entitled to the appoimment of a receiver of all the rents, issues and profits, as a matter of stria right, regardless of the value of the Property and the solvency or insolvency of Mortgagor and other persons liable to pay indebtedness. Mortgagor hereby specifically waives the rightlo objact to the appointment of areceiver as aforesaid and hereby expressly consents that such appointment shall be made as an admitted equity and that the same may be done without notice to Mortgagor. (e) Mortgagee shall have the right, from time to time, to bring an appropriate action to recover any stuns required to be paid by Mortgagor under the terms of this Mortgage, as they become due, without regard to whether or not the principal indebtedness or any other sums secured by the Note and this Mortgage shall be due. and without prejudice to the right of the Mortgagee thereafterto bring an action of Mortgage fomclosure, or any other action, for any default by Mortgagor existing at the time the earlier action was commenced. (f) Mortgagee shall have the power and authority to institute and maintain at any time and from time to time any suits and proceedings as Mortgagee may deem advisable (i) to prevent any impairment of the Property by any acts which may be unlawtitl or any violation of this Mortgage; (ii) to preserve or protect its interest in the Property; and (iii) to restrain the enforcement of or compliancewith any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order might impair the security hereunder or be prejudicial to Mortgagee's interest_ (g) Mortgagee shall have the right to set off all or any part of any amount due to Mortgagor to Mortgagee under the Note, this Mortgage or otherwise, against any indebtedness, liabilities or obligations owing by Mortgagee for any reason and in any capacity to Mortgagor or any general partner or joint venture of Mortgagor if Mortgagor is a partnership or Joint venturer, including any obligation to disburse to Mortgagor or its designee any funds 14 BB&T-DENISEQ 003047 tiK0486 PAH°737 (Squ .have rR i. Fr reecrdur dr* or other property on deposit with or otherwise in the possession, control or custody Mortgagee, excluding trust or agency. accounts. (h) Code Rights. To exercise any right orremedy available to Mortgagee as a secured party under the Florida Uniform Commercial Code, as it from time to time is in force and effect, with respect to any portion of the Mortgaged Property, the Rents ar the Intangible Collateral then constituting property subject to the provisions of such Code; or Mortgagee, at its option, may elect to treat the Mortgaged Property, the Rents or the Intangible Collateral, or any combination, as real property, or an interest therein, for remedial purposes. (i) Receiver. To apply to any court or competent jurisdiction for the appointment of a receiver to take charge of, manage, preserve, protect, complete construction of, rent, and operate the Mortgaged Property and any business situated thereon, or any combination; to collect the Rents; to make all necessary and needed repairs; to pay all taxes, assessments, insurance premiums and all other costs incurred in connection with the Mortgaged Property; and, after payment ofthe expenses of the receivership, including reasonable attorneys' fees, and after compensation to the receiver for management and completion of the Mortgaged Property, to apply all net proceeds derived therefrom in reduction of the Indebtedness or in such other manner as the court shall direct. The appointment of such receiver shall be a matter of strict right to Mortgagee, regardless of the adequacy of the security or of the solvency of any party obligated for payment ofthe Indebtedness. All expenses, fees and compensation incurred pursuant to any such receivership shall be secured by the lien of this Mortgage until paid. The receiver, personally or through agents, may exclude Mortgagor wholly from the Mortgaged Property and have, hold, use, operate, manage and control the Mortgaged Property and may, in the name of Mortgagor, exercise all of Mortgagor's rights and powers to maintain, construct, operate, restore, insure and keep insured the Mortgaged Property in such manner as such receiver deems appropriate. (j) Other Security. Mortgagee may proceed to realize upon any and all other security for the Indebtedness in such order as Mortgagee may elect; and no such action, suit, proceedings, judgment, levy, execution or other process will. constitute an election of remedies by Mortgagee or will in any manner alter, diminish or impair the lien and security interest created by this Mortgage unless and until the Indebtedness is paid in full. (k) Advances. To advance such monies and take such other action as is authorized by Paragraphs 7 and 8 above. (1) Writ of Garnishment. Mortgagor hereby consents to the issuance of a continuing writ of garnishment or attachment against disposable earnings in accordance with Section 221.11, Florida Statutes, in order. to satisfy, in whole ar in part, any money judement entered in favor of Mortgagee. 21. WAIVER OF CERTAIN RIGHTS. Mortgagor will not claim, take or insist upon any benefit or advantage of any present or future stay, extension, redemption or moratorium law that may affect Mortgagor's rights and obligations hereunder, or any law providing for the valuation or appraisal of the Mortgaged Property or any portion thereof prior to any sale or sales that may be made under or by virtue of this Mortgage. Mortgagor, for itself and all who may claim under Mortgagor, waives, to the extent that it lawfully may, all rights to have the Mortgaged Property and any other security for the Indebtedness marshalled upon any foreclosure or otherwise. 22. RICHT TO INSPECT. Mortgagee shall have the right at any time prior to satisfaction of this 15 BB&T-DENISEQ 003048 NO486 P.46E0738 true ..... i. i, racotorym. 4.11 t Mortgage, whether or not there be a default under this Mortgage or the obligation secured hereby, either through its own officers or employees or through independent consultants, appraisers, engineers, environmental specialists, architects, accountants and other third parties designated by Mortgagee, to come upon the mortgaged premises at reasonable times and inspect same, including the books and records thereon, and to take photographs, movies, video tapes or utilize other methods of photographically depicting the premises or any aspect thereof. Entrance onto the premises in accordance with this paragraph shall be as minimally disruptive of the operation of the premises as possible, but Mortgagee shall have no liability to Mortgagor if any such disruption results. 23. OTHER RIGHTS. No right or remedy conferred upon or reserved to Mortgagee by this Mortgage is intended to be exclusive of any other right or remedy; and each and every right and remedy is cumulative and in addition to any other right or remedy otherwise available. Every right, power, privilege and remedy granted Mortgagee by this Mortgage or the Loan Documents, or both, or otherwise available at law or in equity may be exercised by Mortgagee from time to time as often as Mortgagee deems expedient until the Indebtedness is paid in full. Mortgagee's failure to insist at any time upon the strict observance or performance by Mortgagor of any of the provisions of this Mortgage, or to exercise any right or remedy provided for in this Mortgage, will not impair any such right orremedy nor be construed as a waiver or relinquishment thereof for the future. Receipt by Mortgagee of any payment required 10 be made pursuant to this Mortgage or the Loan Documents, or both, with knowledge of the breach of any provision of this Mortgage or of the Loan Documents, or both, will not constitute a waiver of such breach. In addition to all other remedies provided in this Mortgage, Mortgagee will be entitled, to the extent permitted by applicable law, to injunctive relief in the case ofa violation or attempted or threatened violation ofany of the provisions of this Mortgage or the Loan Documents, or both, or to a decree coercing performance of any of the provisions ofany of the foregoing. 24. JUDGMENT. Mortgagee may seek and recover judgment for all amounts due and payable in accordance with the Note or under this Mortgage either before, after or during the pendency of any other proceedings or action to obtain relief under or with respect to this Mortgage or the Loan Documents, or both; and Mortgagee's right to sock and recover any such judgment will not be affected by obtaining any other such relief. Mortgagee will continue to be entitled to enforce payment of, and to seek and recover judgment for, any amounts remaining due and payable on the Note and under this Mortgage after the application of any proceeds of any sale pursuant to law and after any other distribution of the Mortgaged Property as provided in this Mortgage.Neither the lien rtor security interest of this Mortgage, nor any rights or remedies of Mortgagee hereunder, will be impaired in any way by the recovery of any judgment by Mortgagee against Mortgagor. or by the levy of an execution under such judgment upon any portion Odle Mortgaged Property, until the Indebtedness is paid in full. 25. RELEASES BY MORTGAGEE. Mortgagee, from time to time, without notice to any person and without affecting the liability of Mortgagor or of any other person (other than any person expressly released by Mortgagee in writing) for the payment ofany of the Indebtedness, and without affecting the priority or extent of the lien and security interest of this Mortgage (except as to property specifically released by Mortgagee in writing), may do any and/or all of the following: (i) release in whole or in part any person liable for payment ofany or all of the Indebtedness, or (ii) extend the time or otherwise alter the terms of payment of the indebtedness, in whole or in part, or (iii) accept additional or substitute security of any kind, or(iv) release or otherwise deal with any property. real or personal. securing the Indebtedness. 26. NOTICES. Any notice or demand that must or may be given or made in connection with this I6 BB&T-DENISEQ 003049 ea0486 PAGE0739 ISpI1e• above lin, 'n for 11.42,rd..1 Mongage must be in writing and, unless receipt is expressly required, will be deemed given, delivered or made, as the case may be, when delivered by personal delivery or when mailed by Express Mail, or by certified or registered mail, return receipt requested - m any event, with sufficient postage affixed, and addressed to the parties as follows: To Mortgagor: Super Stop Petroleum, Inc. 6221 West Atlantic Blvd. Margate, FL 33062 Attn.: Denise Qureshi, President and To Mortgagee: Palm Beach National Bank & Trust Company 125 Worth Avenue Palm Beach, FL 33480 Attn: Melissa Chaplc With a Copy to: With a Copy to: Cohen Norris Scherer Weinberger & Wolmer 712 U.S. Highway One, Ste. 400 North Palm Beach, FL 33408 Attn: Brent G. Wolmer, Esquire Such addresses maybe changed by notice pursuant to this Paragraph; but notice of change of address is effective only upon receipt. All:of the persons executing this Mortgage as Mortgagor severally agree that a single notice to Mortgagor in the manner provided In this Paragraph will be effective to bind each such person for all purposes. 27. ESTOPPEL LETTERS. As and when, from time to time, requested by either Mortgagor or Mortgagee, and within ten (10) days after any such request, Mortgagor or Mortgagee, as the case may be, will execute and deliver to or tit the direction of Mortgagee or Mortgagor, as the case may be, such estoppel letters certifying such matters relating ter this Mortgage or the Loan Documents, or both, as may reasonably be required. 28. TRANSFER Mortgagor may not sell, convey, transfer or otherwise dispose of any interest in the Mortgaged Property, the Rents or the Intangible Collateral without Mortgagee's prior written consent, which consent may be withheld in Mortgagee's sole discretion. Transfer of any interest of Mortgagor in all or any portion of the Mortgaged Property, the Rents or the Intangible Collateral, or any transfer of any ownership interest in Mortgagor, without Mortgagee's prior written consent, whether voluntary or involuntary, or by operation of taw (other than in connection with the death, disability or incompetency of any individual Mortgagor), will be void as to Mortgagee, and constitute an immediate default under this Mortgage, without further notice. 29. FUTURE ADVANCES. Any additional stun or sums advanced by the then holder of the Note to the then owner of the Mortgaged Property at any time within twenty (20) years from the date of this Mortgage, with interest thereon at the rate agreed upon at the time of each additional loan or advance, will constitute a portion of, be equally secured with, and have the same priority as the Indebtedness secured hereby and be subject to all of the terms and provisions of this Mortgage, whether or not such additional loan or advance is evidenced by a promissory note of the Mortgagors and whether or not identified by a recital that it is secured by this Mortgage; provided, however, the aggregate amount of principal indebtedness outstanding at any one time and secured by this Mortgage shall not exceed an amount equal to twice the original principal sum of the Note. The provisions of this Paragraph apply regardless of 17 BB&T-DENISEQ 003050 gO 4 8 6 PAGEO 7 4 0 (Spec wart h,e r. for mort1ry tag.) whether any such advance is characterized as obligatory or optional; but nothing contained in this Paragraph by itself obligates Mortgagee to make any additional loans or advances. 30. GENERAL. The provisions of this Mortgage inure to the benefit of Mortgagee and Mortgagor and their respective heirs, successors and assigns, jointly and severally, and all persons now or hereafter claiming any right, title and interest in and to any of the property, real, personal or mixed, tangible or intangible, now or hereafter existing and described in this Mortgage. Time is of the essence to this Mortgage and each of its provisions. The provisions of this Mortgage are to be interpreted, construed, applied and enforced in accordance with the laws of the State of Florida, regardless of where this Mortgage is executed, delivered or breached, or where any payment or other performance required by this Mortgage is made, where any action orother proceeding involving this Mortgage is instituted, or whether the laws of' the State of Florida otherwise would apply the laws of another jurisdiction; and the foregoing choice of law provisions will apply to the Loan Documents. The provisions of this Mortgage, and ofthe Loan Documents, are severable at Mortgagee's option so that if any provision is declared by a court of competent jurisdiction to be invalid or unenforceable, no other provision will be affected by such invalidity or unenforceability, but will remain in forte and effect according to its original terms, if Mortgagee so elects. Wherever used in this Mortgage or the Loan Documents, or both, and unless expressly provided otherwise: (i) use of the singular includes the plural, and vice versa, (ii) use of one gender includes all genders, (iii) use of the term "include" is always without limitation, (iv) use of the words, "should," "must" and "will" has the same legal effect as the use of the word "shall," (v) the term "days" means consecutive calendar days except that if the expiration ofany time period measured in days occurs on a Saturday, Sunday or legal holiday, such expiration automatically will be extended to the next day that is not a Saturday, Sunday or legal holiday, and (iv) "person" means any natural person or artificial entity having legal capacity, Paragraph headings and subheadings are for indexing purposes only and arc not to be used to interpret, construe, apply or enforce the provisions of this Mortgage: Mortgagor and Mortgagee intend the provisions of this Mortgage and the Loan Documents to be interpreted, construed, applied and enforced so as to avoid inconsistencies or conflicting results: but if any such inconsistency or con fiictnecessarily occurs, Mortgagor and Mortgagee intend that the provisions ofthe Loan Documents control. This Mortgage may by amended only by written instrument executed by Mortgagor and Mortgagee with the same formalities as this Mortgage. 31. SATISFACTION. The lien and security interest provided by this Mortgage and the Loan Documents will continue unimpaired and in full force and effect unless and until the indebtedness is paid in full, whereupon such lien and security interest will be without further force or effect, subject to cross -collateralization obligations, ifany. 32. 'LOAN AGREEMENT. The Indebtedness shall be advanced pursuant to the Loan Agreement executed this same date, hereinafter called the "Loan Agreement," and this Mortgage shall be subject to all of the provisions of the Loan Agreement, including, without limitation, the provisions thereof entitling Mortgagee to declare the entire Indebtedness to be due and payable immediately. all of which provisions are incorporated herein with the same force and with like effect as if they were set forth herein at length and made a pati hereof. Any future advances made by Mortgagee as provided in Paragraph 29 above may, at the option of Mortgagee, be advanced pursuant to en amendment to the Loan Agreement or pursuant to a separate loan agreement to be entered into between Mortgagee prior to such additional advance; and in the case of such future advance, this Mortgage shall be subject to all the provisions of the Loan Agreement, as amended, or the separate loan agreement, all of which provisions will be incorporated herein with the same force and like effect as if they were fully set forth herein at length and made a part hereof, which 18 BB&T-DENISEQ 003051 eK0486 PAGE074 1 (Sp4 ,bort lint it Por tewdin dw incorporation shall take effect immediately and automatically at such time as the amendment to the Loan Agreement, or the separate loan agreement, is entered into between Mortgagor and Mortgagee. 33. SALE OTHER THAN iN COURSE OP ORDINARY INVENTORY SELLING. Mortgagor understands that the Loan shall be due and payable upon any sale. transfer or conveyance of the property or any portion thereof or of arty interest therein other than the releases provided for hereinabove. No transfer of any partnership or venture interestor any change in the partnership agreements shall be permitted unless and until Mortgagee has reviewed the proposed transfer or change and accept the.same in writing. In all respects this loan is made based upon the credit reputation and history of those individuals involved in the venture who have signed the note or guarantees and any breach of this provision shall be a material breach of the loan commitment. 34. HAZARDOUS WASTE. Mortgagor hereby represents andwarrants to Mortgagee: (a) that no oil, petroleum, or chemical liquids or solids, liquid or gaseous products, or radioactive, or hazardous or toxic substances, within the meaning of any applicable statute or regulation, are presently stored or otherwise located on or under the Land or on or under any adjacent and contiguous real property owned by Mortgagor or any related entity or affiliate of Mortgagor except for petroleum products required in connection with the operation of the Property as a Shell branded gasoline/service station, which such petroleum products shall be stored, used and dispensed in full compliance with all applicable federal and state regulations, statutory requirements and industrial standards, procedures during the normal and ordinary course of Mortgagor's operation of its Shell branded gasolint/service station business on the Property; (b) that no release of any such hazardous or toxic substance has occurred on the Land or on any adjacent and contiguous real property owned by Mortgagor or any related entity or affiliate ofMortgagor, (c) that no pan of the Land 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; and (d) 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 Land or adjacent parcels of real estate. Mortgagor further covenants and agrees with Mortgagee that. throughout the term of the Note: (e) all hazardous or toxic substances, within the definition of any applicable statute or regulation, which may be used by any person for any purpose upon the Land, shall be used or stored *hereon 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; (0 other than as described in "a" and "e" above, the Landwill not be used for the purpose of storing such substances; and (g) other than as described in "a" and "e" above, no such storage oruse will otherwise be allowed on the Land which will CauSC, or which will increase the likelihood of causing, the release of such hazardous ortoxic substances onto the Land. Mongagorhereby 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 statute or regulation for the protection of the environment which occurs upon the Land, 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 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. 35. COMMITMENT LETTER, The terms oFthat certain commitment letter, dated August 30, 2002, and any modifications thereto, the terms of which are hereby expressly adopted and incorporated by reference herein to, l9 BB&T-DENISEQ 003052 21110+86 PAGE014e (Sphcs ,bo.. Ire i, 0r =win deo) the extent that they do not conflict herewith shall survive the dosing of the transaction and shall remain in full force and effect. 36. CROSS -DEFAULT AND CROSS -COLLATERALIZATION. In addition to securing the Note and the other Loan Documents, this Mortgage and the Property encumbered by this Mortgage also secures and stands as additional collateral for the obligation and liability of Mortgagor or any Guarantors under the Note or any instrument secured hereby and/or the obligation of any corporation, partnership or incorporated association, joint stock corporation, joint venture or entity, in which the Mortgagor or any Guarantors is an officer, shareholder, partner, joint venturer, or has any equitable, legal or beneficial interest therein, to repay any and all other loans, indebtedness, liabilities or obligations, direct or indirect, absolute or contingent, heretofore or hereafter made by Mortgagee to Mortgagor or any Guarantors. hereunder, or to any corporation, partnership or incorporated association, joint stock corporation, joint venture or entity, in which the Mortgagor or any Guarantors is an officer, shareholder, partner, joint venturer, or has any equitable, legal or beneficial interest therein, whether as maker, endorser, surety, guarantors, or otherwise, arising by virtue of any security agreement. promissory note, or other agreement, regardless of however or whenever created to, in favor of, or at any time held by Mortgagee (collectively, the "Other Loans"). Any default by Mortgagor or any Guarantors under the Note or any instrument secured hereby in the payment or performance of any of the Loan Documents, the Note and this Mortgage shall, at the option of the Mortgagee constitute a default not only with respect to the Note, this Mortgage and the Loan Documents, but also with respect to the Other Loons, and, in any of such event, Mortgagee shall be entitled to exercise all of the rights granted to Mortgagee in the event of a default as set forth in the Note, this Mortgage, the Loan Documents and the documents and promissory notes evidencing and securing the Other Loans. • Likewise, all property mortgaged, pledged and hypothecated as security for repayment ofany other of the Other Loans shalt stand as additional collateral for repayment of the Note secured hereby and for performance ofall obligations hereunder and under the Note, this Mortgage and other Loan Documents. Any default in the payment or performance deny of the.Other Loans, shall, at the option of Mortgagee, constitute a default not only with respect to the provisions contained in the Other Loans, but also with respect to the Note, this Mortgage and the Loan Documents, and, in any of such event, Mortgagee shall be entitled to exercise all of the rights granted to Mortgagee in the event ofa default as set forth in the Note, this Mortgage, the Loan Documents and the documents and promissory notes evidencing and securing the Other Loans. 37. INTEGRATION. 1t is understood and agreed by and between the parties hereto this Mortgage includes the entire undersmnding between the parties. Neither the Mortgagee, or its loan officers, agent, or employees have made any representation of any nature whatsoever for the purpose of inducing the execution of this Mortgage other than those ser forth herein. The parties hereto expressly acknowledge there are no other agreements between the parties, written or oral, express or implied, and further than any changes. alterations or modifications to this Mortgage must be in writing and signed by the parties. 38, ESCROW ACCOUNT. Upon Mortgagee's request, at its sole option, after the occurrence of an Event of Default which is not cured within any applicable grace period, Mortgagor shall pay to Mortgagee, together with and in addition to each regular installment of principal and/or interest payable under the Note, an amount deemed sufficient 20 BB&T-DENISEQ 003053 r' 110486 PAGE0743 (space above lint in far ncadinr dart! by Mortgagee to provide Mortgagee with funds in an escrow account sufficient to pay the taxes, assessments, insurance premiums and other charges next due at least thirty (30) days before the date the same arc due. In no event shall Mortgagee be liable for any interest on any such funds held in the escrow account, which funds may be comingled with any and all other funds on deposit with Mortgagee. At least thirty (30) days before the date the same are due, Mortgagor shall furnish to Mortgagee an official statement of the amount of said taxes, assessments, insurance premiums and other charges, and Mortgagee shall pay the same, but only if sufficient funds remain in the escrow account. In the event of any deficiency in the escrow account, Mortgagor shall,upon notice from Mortgagee, immediately deposit with Mortgagee such additional funds as Mortgagee, may deem necessary to cure the deficiency, in its sole discretion.1 fMogagee elects to pay any such taxes, assessments, insurance premiums or other charges notwithstanding the escrow account deficiency, then all sums advanced by Mortgagee in excess of the escrow account balance shall bear interest, shall be paid and shall be secured as provided in paragraph 8. Mortgagee's standard statement shall be conclusive evidence of Mortgagee's payment and of the validity of the tax, assessment, insurance premium or other charge so paid. in the event of any default under the Note or this Mortgage or any other Loan Document, Mortgagee at its option may apply any or all funds in the escrow account against the Loan or any other sums secured by this Mortgage, in any order or priority Mortgagee may deem appropriate in its sole discretion. At the time of any pcnnincd transfer of the title to all of the Property then encumbered by this Mortgage, the balance in the escrow account shall inure to the benefit ofsuch transferee without any specific assignment ofsuch funds. Upon payment in full of the Loan and all other sums secured by this Mortgage, the funds remaining in the escrow account (if any) shall be paid over to the record owner of the Property encumbered by this Mortgage as of the date of such full payment. 39. FURTHER ENCUMBRANCES. Mortgagor shall not grant any other lien or mortgage on all or any part of the Property or any interest therein, nor take any further assignment of the leases and rentals of the Property, without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sole discretion; any such unpennitted lien or mortgage or assignment by Mortgagor shall entitle Mortgagee to accelerate the maturity of the Loan and foreclose this Mortgage. Any such other permitted lien or mortgage or assignment shall be junior to this Mortgage and to all permitted tenancies now or hereafter affecting the Property or any portion thereof and shall be subject to all renewals, extensions, modifications, releases, interest rate increases, changes or exchanges permitted by this Mortgage, all without the joinder or consent of such junior lienholder or mortgagee or assignee and without any obligation on Mortgagee's part to give notice of any kind thereto. Mortgagor shall maintain in good standing any other mortgage or encumbrance to secure debt affecting any part of the Property from time to time and shall not commit or permit or suffer to occur any default thereunder, nor shalt Mortgagor accept any future advance under or modify the terms of any such Mortgage or encumbrance which may then be superior to the lien of this Mortgage. Except for encumbrances permitted by Mortgagee, Mortgagor shall not commit or permit or suffer to occur any act or omission whereby any of the security represented by this Mortgage shall be impaired or threatened, or whereby any of the Property or any interest therein shall become subject to any attachment, judgment, lien, charge or other encumbrance whatsoever, and Mortgagor shall immediately cause any such attachment. judgment, lien, charge or other encumbrance to be discharged or otherwise bonded or transferred to other security. Mortgagor shall not directly or indirectly do anything or take any action which might prejudice any of the right, title or interest of Mortgagee in or to any of the Property or impose or create any direct or indirect obligation or liability on the part of Mortgagee with respect to any of the Property, 40. MARSHALLING OF ASSETS. The right is hereby reserved by Mortgagee to look to any of the Property secured hereby or under any property secured by a mortgage or any other collateral given under any other documents executed and dalivered'to secure repayment of the Loan acting as additional collateral for the debt evidenced 21 BB&T-DENISEQ 003054 SRO486 P/GE0744 S. . Bove linen br reeadiry du hereby, if any, without notice to consent of, or the approval or agreement of other parties in interest, includingjunior lienors, and such delaying shall not impair in any manner, the validity of or priority of this Mortgage or the Property nor shall it release Mortgagor from personal liability for the indebtedness hereby secured. Mortgagor on its own behalf and on behalf of its successors and assigns hereby expressly waives all rights to require a marshalling of assets by Mortgagee or to require Mortgagee, upon a foreclosure, to first resort to the sale of a portion of the Property which might have been retained by Mortgagor before foreclosing upon and selling any other property or portion thereof as may be conveyed by Mortgagor subject to this Mortgage. The Mortgagee may proceed concurrently against the Property mortgaged herein or under any other documents executed in connection with the Loan and may elect to proceed against all or any portion of the collateral pledged in any order at its election. 41. COUNSEL FEES. If Mortgagee becomes a party to any suit or proceeding affecting the Property or title thereto, the lien created by this Mortgage or M ortgagee's interest therein, or if Mortgagee engages counsel to collect any of the indebtedness or to enforce performance of the agreements, conditions, covenants, provisions or stipulations of this Mortgage, the Note, or any other Loan Document, Mortgagee's costs, expenses and reasonable counsel fees, whether or not suit is instituted, shall be paid to Mortgagee by Mortgagor, on demand, with interest at the Default Rate set forth in the Note, and until paid they shall be deemed to be part of the indebtedness evidenced by the Note and secured by this Mortgage, 42. DOCUMENTARYSTAMPS AND INTANGIBLETAXES. lfatand time thcState of'Florida shall determine that the intangible tax paid in connection with this Mortgage is insufficient or that the documentary stamps affixed hereto are insufficient, and that additional intangible tax should be paid or that additional stamps should be affixed, Mortgagor shall pay for the same, together with any intcrcst or penalties imposcd in connection with such determination, rind Mortgagor hereby indemnifies and holds Mortgagee harmless therefrom. If any such sums shall be advanced by Mortgagee, they shall bear interest, shall be paid and shall be secured as provided in paragraphs 7 and 8 above. 43. OBLIGATIONS UPON CREATION OR AN ASSOCIATION OR A CONDOMINIUM. Vale Mortgaged Property or any part thereof is declared to be subject to governance by an association or declared to be a condominium, or both, Mortgagor covenants to and with Mortgagee that until the indebtedness secured hereby is fully repaid: (a) Mortgagor shall comply with all of the terms and provisions of the Florida Statutes relating to condominiums and associations and the Declaration of Condominium, Declaration of Covenants and Restrictions (or any similar document), the By -Laws of the condominium or association, Articles of incorporation, Rules and Regulations and all other applicable documents for the project, as such documents shall be recorded in the public records (the "Documents"). (b) Mortgagor shall pay before they shall become delinquent, all assessments for common expenses assessed by the condominium or association against the Property subject to the lien of this Mortgage and shall promptly furnish Mortgagee with receipts and evidencing such payment. Upon the failure of the Mortgagor to pay an assessment for common expenses, Mortgagee, at its election and without prejudice to any of the Mortgagee's rights or remedies available hereunder or otherwise, at law or equity. All such sums, as well as costs, so paid by Mortgagee shall be payable by Mortgagor to Mortgagee, immediately upon demand from Mortgagee, shall be secured hereby and shall 22 BB&T-DENiSEQ 003055 "0485 P&a0145 eMi (5p,ca kovi Ilsei, tt.rtnraduV aLIr bear interest thereon at the highest rate permitted by law. The production of a receipt by Mortgagee shall be conclusive proof of the making of a payment authorized hereby, as well as the amount and validity thereof. (c) Mortgagor shall not vote to materially amendtheDocuments witlrouttheprior written consent of Mortgagee. In the event of partial damage to or destruction of improvements located on the Property, Mortgagor shall not vote against restoration of the improvements without the prior written consent of Mortgagee. (d) Mortgagor hereby assigns to Mortgagee all sutras distributable to Mortgagor in connection with the condominium or association(s), including, without limitation any condemnation and casualty insurance proceeds; (e) If the condominium or association(s) shall fail at any time to maintain insurance on the Property in an amount which shall at least equal the full insurable replacement value thereof without deduction for depreciation (and without co-insurance), Mortgagee shall have the right to require Mortgagor to maintain supplementary separate insurance on the Property for the benefit afthe Mortgagee in an amount which, when added to the amount then carried by the condominium or association(s), shall equal such full insurable replacement value. Mortgagee's determination of the amount of the full insurable replacement value shall be final and binding upon Mortgagor. Such insurance shall be upon terms and in companies satisfactory to the Mortgagee, and Mortgagor shall assign and deliver all such policies of insurance to the Mortgagee as additional security. (f) Mortgagor shall send Mortgagee promptly copies of any notice from the condominium or association (s) other than the normal periodic notices for the payment of common expenses. (g) During such time as Mortgagor and/or the designees, appointees or agents of the Mortgagor are members' of the Board of Directors of the Condominium or association(s), Mortgagor and/or the designees, appointees or agent of Mortgagor shall diligently perform all of their duties and obligations as members of the Board of Directors ofthe.condominium or association(s). 44. SEVERABILITY. Any provision of this Mortgage which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 45. INDEMNITY. Mortgagor shall protect, indemnify, defend and hold harmless the Mortgagee from and against all liabilities, claims, penalties, causes of action, costs and expenses (including without limitation attorney's fees and expenses) imposed upon or incurred by or asserted against the Mortgagee by reason of (a) any failure on the part of Mortgagor to perform or comply with any of the covenants or conditions of this Mortgage; (b) Mortgagee's finding it necessary or desirable to secure the services or advice of one or more attorneys with regard 10 collection of the Note or the protection of its rights under the Note, this Mortgage or other security for the Note; (c) the performance of any labor or services and furnishing of any materials or ot her property with respect to the Property or any part thereof; or (d) any accident, injury to or death of persons or lass of or damage to property occurring on or about the Property or any part thereof. Without limiting the generality of the foregoing, (i) Mortgagor shall pay all costs and expenses, including attorney's fees, incurred by Mortgagee in bankruptcy, and (ii) if Mortgagee shall be made a party to or shall intervene in any action or proceeding. whether in court or before any governmental agency, affecting the Property or the 23 BB&T-DENISEQ 003056 870L.86 PAEE0746 ISp.cc rbor. Gnc Is for Iccor4nt date ) title thereto or the interest of Mortgagee under this Mortgage, including without limitation any form of condemnation or eminent domain proceeding, Mortgagee shall be reimbursed by Mortgagor immediately and without demand for all costs, charges and attorney's fees incurred by it in any such case, and the same shall be secured hereby as a charge and lien upon the Property. ]n the event Mortgagee shall be named as a party to any lawsuit brought at any time against Mortgagor or with respect to the Property or this Mortgage or the Loan, then regardless of the merits of such lawsuit Mortgagor shall defend Mortgagee and indemnify and hold Mortgagee fully harmless from any and all claims, demands, damages, liabilities, judgment, losses, costs, expenses and anorney's fees arising out of or resulting from any such lawsuit or any appeal in connection therewith. In addition, Mortgagor shall defend Mortgagee and indemnify and hold Mortgagee harmless from and against any loss or damage by reason of: (a) Present violations of any restrictive covenants which restrict the use of the Property. The restrictive covenants do not contain any provisions which will cause a forfeiture or reversion of title. (b) The priority of any lien for charges and assessments in favor of any association of homeowners which are provided for in any documents over the lien of this Mortgage. (c) The enforced removal of any existing structure on the Property (other than a boundary wall or fence) because it encroaches onto adjoining land or onto any casements. 46. SUI3ROGATiION. Mortgagee is hereby subrogated (a) to the lien(s) of each and every mortgage, lien or other encumbrance on all or any part of the Property which is fully or partially paid or satisfied out of the proceeds of the Loan. and (b) to the rights of the owner(s) and holder(s) of any such mortgage, lien or other encumbrance. The respective rights under and priorities of all such Mortgages, liens or other encumbrances shall be preserved and shall pass to and be held by Mortgagee as security for the Loan, to the same extent as if they had been duly assigned by separate instrument of assignment and notwithstanding that the same may have been canceled and satisfied of' record. 47. BUSINESS ENTITY. If Mortgagor is a corporation, partnership or other business entity, then Mortgagor hereby represents and warrants, in order to induce Mortgagee to make the Loan, that: (a) Mortgagor is duly organized, validly, existing and in good standing under the laws of the jurisdiction of its creation and the state of Florida; (b) Mortgagor has all requisite power and authority (corporate or otherwise) to conduct its business, to own its properties, to execute and deliver the Note and this Mortgage and all other Loan Documents. and to perform its obligations under the same; (c) the execution, delivery and performance of the Note, this Mortgage and all other Loan Documents have been duly authorized by all necessary actions (corporate or otherwise) and do not require the consent or approval of Mortgagor's stockholders (Ica corporation) or of any other person or entity whose consent has not been obtained; and (d) the execution, delivery and performance of the Note, this Mortgage and all other Loan Documents do not and shall not conflict with any provision of Mortgagor's by-laws or articles of incorporation (if a corporation), partnership agreement (if a parmership) or trust agreement or other document pursuant to which Mortgagor was created and exists. 48, MORTGAGOR'S WAIVERS, Mortgogor hereby waives and releases: (a) Document; all errors, defects and imperfections under the Note, this Mortgage and/or any other Loan 24 BB&T-DENISEQ 003057 eP0486 EAGEO747 (5p.¢ .b...c a n 1, roc rYCW dhi (b) unless specifically required herein all notices ofMortgagor's default orofMortgagee's election to exercise, or Mortgagee's actual exercise of any option under the Note. this Mortgage, or any other Loan Document. 49. BANKRUPTCY STAY. In the event Mortgagor shall (i) file with any bankruptcycourt ofcompetent jurisdiction or be the subject of any petition under Tide 1 I of the U.S. Code, as amended, (ii) be the subject of any order for relief issued under such Title 11 of the U.S, Code, as amended, (iii) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or firture federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors, (iv) have sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator, (v) be the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or relief for debtors, Mortgagee shall thereuponbe entitled to relief from any automatic stay imposed by Title 11 of the U.S. Code, as amended, or otherwise available to Mortgagee by law. 50. SHELL BRANDED STATION. The Property shall be branded "Shell", which brand is. representative of the Shell Oil Company, and Mortgagor and arty third parties operating the business on the Property shall strictly comply with all the provisions of any agreements and contracts with respect to the Shell brand and the use of the Shell trademarks, brand name, trade name or symbols, owned by or used by Shell and any agreements far the sale and supply of Shell Oil Company petroleum products. The failure of Mortgagor to operate the Property as a Shell branded station and/or maintain its branded status with Shell shall he deemed an Event of Default under this Mortgage and the Loan Documents entitling Mortgagee to exercise all its rights and remedies under the Note and this Mortgage and any other Loan Documents, without further notice or demand. Any change by the Mortgagor to a different brand name than "Shell" shall be subject to the review and approval of the Mortgagee. Mortgagor shall notify the Mortgagee at least ten (10) business days prior to any anticipated conversion to a new oil company to obtain Mortgagee's approval, which approval may be withheld in Mortgagee's sole and absolute discretion. Mortgagor and Guarantors acknowledge and agree that the operation of the Property as a Shell branded station is a material inducement for the Mortgagee to make the Loan to Mortgagor as evidenced by the Note and this Mortgage and other Loan Documents and accordingly, the failure to operate the Property as a Shell branded station adversely effects the creditworthiness of the Mortgagor and the Mortgagee's willingness to make the Loan.. 51. MORTGAGOR HEREBY WAIVES ANY OBJECTION TO VENUE BEING iN COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA, FOR ANY DISPUTE ARISING OUT OF THE LOAN TRANSACTION. MORTGAGOR AND MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE NOT TO SEEK A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LiMITED TO ANY CLAIMS, CROSS-CLAIMS, THIRD PARTY CLAIMS) ARISING IN CONNECTION WITH THIS MORTGAGE, THE OTHER LOAN DOCUMENTS, AND THE TRANSACTIONS CONTEMPLATED 'THEREIN AND ALL AND ANY COMBINATION OF THE FOREGOING. MORTGAGOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE MORTGAGEE, NOR THE MORTGAGEE'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE MORTGAGEE WOULD NOT, iN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THiS AGREEMENT NOT TO SEEK A JURY TRIAL. MORTGAGOR ACKNOWLEDGES THAT THE MORTGAGEE HAS BEEN INDUCED TO ENTER INTO THIS LOAN BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH. 52. REPRESENTATIONS CONCERNING LOAN. Mortgagor and Borrower represents, warrants and covenants as follows: 25 BB&T-DENISEQ 003058 41'0Li86 PAH 07L 8 14m .ken k,c u for icwA4 dna) (a) Neither Mortgagor nor any Guarantor of the Loan or any part thereof has any defense to the payment in full of the Loan that arises from applicable local, state or federal laws, regulations or other requirements. None of the Loan Documents are subject to any right of rescission, set-off,' abatement, diminution, counterclaim or defense, including the defense of usury. nor will the operation of any of the terms of any such Loan Documents, or the exercise ofany right thereunder, render any Loan Documents unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, abatement, diminution, counterclaim or defense has been, or will be, asserted with respect thereto. (b) All certifications, permits and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use and occupancy of the Mortgaged Property, have been obtained and are in full force and effect, The Mortgaged Property is in good repair, good order and good condition and free and clear of any damage that would affect materially and adversely the value of the Mortgaged Property as security for the Loan and the Mortgaged Property has not been materially damaged by fire. wind or other casualty or physical condition (including, without limitation, any soil or geological condition), which damage has not been fully repaired, There are no proceedings pending or threatened for the partial or total condemnation of the Mortgaged Property. (c) All of the improvements which were included in determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property, and no easements or other encumbrances upon the Property encroach upon any of the improvements, so as to affect the value or marketability of the Mortgaged Property except for immaterial encroachments which do not adversely affect the security intended to be provided by this Mortgage or the use, enjoyment, value or marketability of the Mortgaged Property. All of the improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances. (d) The Property is not subject to any leases or operating agreements other than the leases and the operating agreements, if any, delivered to Mortgagee in connection with this Mortgage, and all such leases and agreements are in full force and effect. No person has any possessory interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of the leases and any such operating agreements except transient hotel guests.. (e) All financial data, including, without limitation, statements of cash flow and income and operating expenses, delivered to Mortgagee by. or on behalfof Mortgagor are (i) true and correct in all material respects; (ii) accurately represent the financial condition of Mortgagor or the Mortgaged Property as of the date thereof in all material respects; and (iii) to the extent reviewed by an independent certified public accounting firm, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered. (f) The survey of the Mortgaged Property delivered to Mortgagee in connection with this Mortgage, has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which the Mortgaged. Property is situated and, to the best of Mortgagor's knowledge, does not fail to reflect any material matter affecting the Mortgaged Property or the title thereto, (g) 'The Loan evidenced by the Loan Documents cotttplies with, or is exempt from, ap lea -fife state or federal laws, regulations and other requirements pertaining to usury and any and all other requirements of any federal, state or local law. (h) The Mortgaged Property abuts upon a dedicated. all-weather road, or is served and benefitted 26 BB&T-DENISEQ 003059 v gi;0486 PASE0749 (space tow les .1 to! nradinxdul) by an irrevocable easement permitting ingress and egress which are adequate in relation to the premises and location on which the Mortgaged Property is located. (i) The Mortgaged Property is served by public utilities and services in the surrounding community, including police and fire protection, public transportation, refuse removal, public education, and enforcement of safety codes which are adequate in relation to the premises and location on which the Mortgaged Property is located. (I) The Mortgaged Property is serviced by public water and sewer systems which are adequate in relation to the premises and location on which the Mortgaged Property is located. (k) The Mortgaged Property has parking and other amenities necessary for the operation of the business currently conducted thereon which are adequate in relation to the premises and location on which the Mortgaged Property is located. (I) The Mortgaged Property is a contiguous parcel and separate tax parcel, and there are no delinquent Taxes or other outstanding charges adversely affecting the Mortgaged Property. (m) The Mortgaged Property is not relied upon by, and does not rely upon, any building or improvement not part of the Mortgaged Property to fulfill any zoning, building code or other governmental or municipal requirement for structural support or the furnishing of any essential building systems or utilities, except to the extent of any valid and existing reciprocal easement agreements shown in the title insurance policy insuring the lien of this Mortgage. (n) No action, omission, misrepresentation, negligence, fraud or similar occurrence has taken place on the part of any person that would reasonably be expected to result in the failure or impairment of full and timely coverage under any insurance policies providing coverage for the Mortgaged Property. (o) There are no defaults by Mortgagor beyond any applicable grace period under any contract or agreement (other than this Mortgage and the other Loan Documents) that binds Mortgagor and/or the Mortgaged Property, including any management, service, supply, security, maintenance or similar contracts; and Mortgagor has no knowledge of any such default for which notice has not yet been given; and no such agreement is in effect with respect to the Mortgaged. Property that is not capable of being terminated by Mortgagor on less than thirty (30) days notice except as previously disclosed to Mortgagee by a delivery ofa copy of all such agreements. (p) The Mortgaged Property is and shall at all times remain in compliance with all statutes, ordinances, regulations and other governmental or quasi -governmental requirements and private covenants now or hereafter relating 10 the ownership, construction, use or operation of the Mortgaged Property. (q) There has not been and shall never by committed by Mortgagor or any other person in occupancy of or involved with the operation or use of the Mortgaged Property any act or omission affording the federal government or any state or local government the right of forfeiture as against the Mortgaged Property or any part thereof or any monies paid in performance of Mortgagor's obligations under any of the Loan Documents. Mortgagor hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. 53. SURVIVAL OF OBLIGATIONS; SURVIVAL OF WARRANTS AND REPRESENTATIONS. Each and all of the covenants and obligations of Mortgagor shall survive the execution and delivery of the Loan Documents and shall continue in full force and effect until the Loan shall have been paid in full; provided, however, that nothing contained in this paragraph shall limit the obligations of Mortgagor except as otherwise set forth herein. In 27 BB&T-DENISEQ 003060 'al) +86 PAGE075Q (Spee,Do.e tee 1, 'or rrmrdry Mk) addition, any and all warranties and representations of Mortgagor contained herein shall survive the execution and delivery ofthe Loan Documents and (i) shall continue for a period of one (I) year following the release of this Mortgage executed by Mortgagee and satisfaction of the loan evidenced by the Loan Documents, and (ii) shall survive the transfer or assignment of this Mortgage, the entry of a judgment of foreclosure, sale of the Mortgaged Property by non judicial foreclosure or deed in lieu of foreclosure (including, without limitation, any transfer of the Mortgage by Mortgagee of any of its rights, title and interest in and to the Mortgaged Property to any party, whether or not affiliated with Mortgagee). 54. COVENANTS RUNNING WITH THE LAND. Al I covenants, conditions, warranties, representations and other obligations contained in this Mortgage and the other Loan Documents are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property until the lien of this Mortgage has been fully released by Mortgagee. 55. HANDICAPPED ACCESS. (a) Mortgagor agrees that the Mortgaged Property shall at all times strictly comply to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988 (if applicable), all stale and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines t. for Buildings and Facilities (collectively "Access Laws"). (b) Notwithstanding any provisions set forth herein or in any other document regarding Mortgagee's approval of alterations of the Mortgaged Property, Mortgagor shall not alter the Mortgaged Property in any manner which would increase Mortgagor's responsibilities for compliance with the applicable Access Laws without the prior written approval of Mortgageewhich approval shall not be unreasonably withheld. The foregoing shall apply to tenant improvements constructed by Mortgagor or by any of its tenants. Mortgagee may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer, or other person acceptable to Mortgagee. (c) Mortgagor agrees to give prompt notice to Mortgagee of the receipt by Mortgagor of any complaints related to violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws. IN WITNESS WHEREOF, Mortgagor has executed and delivered this Mortgage the date stated above. Signed, scaled and del'vered SUPER STOP PETROLEUM, INC., in the presence of a Florida corporation 28 13Y: Denise Qureshi, President BB&TDENISEQ 003061 eh0486 PA6E075'1 (Spud .Cord r. n it. recanti% dm ) STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 3 day of September, 2002, by DENISE QURESHI, President of SUPER STOP PETROLEUM, INC., a Florida corporation, on bchalfofthe corporation. She is personally known to me (or has produced his driver's licenses as iden ' cation) and did/did not take an oath. w MATTHEW J. MUT= MY CO W SS10N I DO 154404 OfPIRES: July 10, 2000 Horded rre►kd■yPueuc UndrrM 29 s• o Expires: BB&T-DENISEQ 003062 EXHIBIT "A" EGAL oES'CR/PTION: g0486 P4GE0752 RECORDED AS RECEIVED l£G/N AT THE SOUTHEAST CORNER 6 BLOCK K ; GYTY OF OKEECY106EE, ACCORDING TO THE 'LAT THEREOF, RECORDED IN PLAT BOOK 5, AT PAGE 5, OF THE PUBLIC RECORDS OF IKEECNOBEE C YJNTY, F4OR/DA, AND RUN 1HENC£ SOUTH 18 DEGREES 49 MINUTES 45 SECONDS. EST, A DISTANCE cr 1X9.50 FEET 7t7 A PO/NT 0,V THE' N0R 1H BOUNDARK OF LOT "R.: BLOCK '5.�. -C/TY OF C.VCEECNOBE£, ACCORD/NG TO THE PLA T THEREOF RECORDED 1N PLA T BOOK- 2, AT 'AGE 4,- OF THE PUBLJC RECORDS OIL' OKEECHO9EE COUNTY FL OR/DA; Tl1E7VCE RUN WEST ALONG YE NORTH BOUNDARY or SA/0 LOT "R", A DISTANCE OF 106.98 ,FEET TOA POINT LYING EAST; A ►/STANCE OF 7J5 1-tt 1 FROM 7HE NORTHWEST CORNER OF LOT "R",. THENCE RUN WORTH A '/STANCE OF 37203 FEET TO A PONT OF INTERSECTION ON THE. SIXTH RIGHT OF WA Y STATE 'OAD 70 (NORTH PARK STREET) AS NOW MANTA/N£D AND LOCATED; THENCE RUN SOUTH '750'47" EAST ALONG THE SOUTH RIGHT—OF—WAY cr STATE ROAD 70 (NORTH PARK STREET) AS IOW MA/NTA/NEO AND LOCA TED A D/STANCE OF 165.61 FEET TOA PO/NT O/V THE EAST ?DUNDARY OF BLOCK K`, C/ TY OF OKEECHOBEE, .45 AFORESAID,. THENCE RUN SOU TN ALONG 1E EAST BOUNDARY OF SA /49 9L OCA" K" A D/STANCE OF 135 78 TET TO THE P0/NT OF 'EG/NN/NG. 378409 FILE) r. RECORD. 20V017 ' - 4 P113: SHARON Ra l:,i T sort CLERK OF CIRCUiT COUn BB&T-DENISEQ 003063 ';0486 l:.10760 Pba c_ -PLiwo.rt T: STROSS LAW FIRM 3392e U.S. Hwy. 19 N., Suite 351 Palm Harbor, FL 34684-2650 Tor aa)ula+1 pomporea a.a.++... Some G Worm. Esq Gabon Nona Sumo Wrubgr t Worm 112 U 5 Holum, Orr. Sumo 400 Flo No .o00, .11 ASSIGNMENT OF LEASES AND RENTALS BY THIS ASSIGNMENT, dated this 3l,th day of September, 2002, SUPER STOP PETROLEUM, INC_, a Florida corporation (hereinafter referred to as "Assignor"), as an inducement for the making of the Loan evidenced and secured as hereinafter described, does hereby absolutely and directly (and not merely collaterally) assigns, bargains, conveys, transfers and delivers to PALM BEACH NATIONAL BANK & TRUST COMPANY at 125 Worth Avenue, Suite 100, Pakn Beach, Florida 33480, (hereinafter referred to as "Assignee") aU the right, tide and interest of Assignor in, under or by virtue of any and al rents, income, issues, proceeds and profits (including but not limited to, CAM charges, payments on account of taxes and/or insurance, refunds, security deposits, advance rents or past due rents) (collectively the "Rents') which may now or hereafter be or become due concerning or derived from or on account of the property described in Exhibit "A" attached hereto and made a part hereof (the "Property") and any and all leases, tenancies, rental agreements and sub -leases concerning the Property and/or any part thereof, now existing or which may be executed at any time in the future during the life of this Assignment, and together with all extensions, renewals, amendments and other modifications or replacements thereof and any and all guaranties of the lessees' obligations under any provisions thereof (any such leases or obligations being hereinafter referred to collectively as the "Leases") together with all rents, income, issues, proceeds and profits which may inure to the benefit of Assgnor from or as a result of such Leases. TO HAVE AND TO HOLD, said Assignor's right, title and interest unto Assignee, it successors and assigns, as security for the payment of the principal, interest and aU other payments provided to be paid under the provisions of Assignor's secured promissory note of NINE HUNDRED NINETEEN THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS ($919,750.00) of even date herewith ("Note") delivered by Assignor and for the performance of the agreements of Assignor contained in the other loan documents of even date herewith, including but not limited to, that certain Mortgage and Security Agreement of even date herewith (the Note, Mortgage and other loan documents are collectively the "Loan Documents") made by Assignor to and for Assignee. Assignor's purpose in making this Assignment is to relinquish to Assignee its right to collect and enjoy the rents, issues, profits, income and other benefits at any time accruing by virtue of the Leases as additional security for the outstanding indebtedness and performance of the obligations of Assignor to Assignee as evidenced by the Loan Documents. The parties intend that this Assignment shall be a present, complete, absolute, direct and unconditional assignment and shall immediately upon execution, give the Assignee the right, but without the obligation, to collect the rent, income and profits which may become due during the life of this Assignment and to apply them in payment of the principal and interest and all other sums payable to Assignee, as well as all other sums payable under the Loan Documents. However, Assignee hereby grants to Assignor the right to collect, except as hereinafter r EXHIBIT C ;.:0486 :L10761 provided. the rents, income and profits atoning by virtue of said Leases and/or derived from the Property as they respectively become due. but not more than two (2) months in advance, in accordance with and subject to the terms, conditions and covenants of the Loan Documents. so long as there is no default by Assignor in performance of the terms, conditions, covenants or provisions of the Loan Documents or this Assignment. The license herein granted to Assignor shall terminate immediately and automatically, without further action or documentation. upon default in payment of any indebtedness secured hereby or by the Mortgage or upon default in the performance of any other obligation. covenant or agreement of Assignor contained in the Note. the Mortgage. the other Loan Documents, this Assignment. or any of the Leases; and upon written notice of Assignor's default at any time hereafter given by Assgnpe to any lessee. all rentals thereafter payable and all agreements and covenants thereafter to be performed by the lessee shall be paid and performed by the lessee directly to Assignees the same manner as if the above license had not been granted, without prosecution of any legal or equitable remedies under the Mortgage. ASSIGNOR COVENANTS AS FOLLOWS: 1. Assignee to be Creditor of Insolvent Lessees. Assignor agrees that Assignee, and not Assignor. shall be and be deemed to be the creditor of each lessee in respect to assignments for the benefit of creditors and bankruptcy, reorganization, insolvency. dissolution. or receivership proceedings or otherwise to pursue creditors rights, therein with an option to Assignee to apply any money received by Assignee as such creditor in reduction of the Principal, Interest or any other indebtedness secured by the Note or the Loan Documents. 2, Assignee Authorized to Collect Rents Upon Default of Assignor. Assignor agrees that in the event of default in the performance of any of the terms, covenants and conditions of the Note. the Mortgage or Loan Doc/nerds which is not cured within any applicable grace period, Assignee is hereby authorized either in person, by agent or by a receiver appointed by a court at its option to enter and take possession of the Property, or any part thereof, and to perform al acts necessary for the operation and maintenance of the Property in the same manner and to the same extent that Assignor might reasonably so ad. If furtherance thereof and not by way of limitation, Assignee is empowered but shall be under no obligation. to collect the rents, income and profits under the Leases and/or derived from the Property, to enforce payment thereof and the performance of any and all other terms and provisions of the Leases, to exercise al the rights and privileges of Assignor thereunder including the right to fa or collect the rents, income and profits under such new Leases. Assignee shall from tine to time appy the net amount of income after payment of ad proper costs and charges, including loss or damage and including reasonable attorneys' fees, to the sums then due 10 the Assignee under the Note. the Mortgage or Loan Docurhents. The manner of the application of such net income, the reasonableness of the costs and charges to which such net income is applied and the itern or items which shad be credited thereby shall be within the sole and uncontrolled discretion of the Assignee. Such entry and taking possession of the leased premises and/or the Property. or any part thereof, may be made by actual entry and possession or by written notice served personally upon or sent by registered or certified mail to the last owner of the leased premises and/or the Property appearing on the records of Assignee as Assignee may elect and no further authorization shall be required. Assignee shall only be accountable for money actually received by it pursuant to this Assignment and shad have no liability or obligation to lessees for any advance rent or security deposits paid to Assignor and not otherwise actually paid over to Assignee. It is the intention of Assignee and Assignor that the assignment effectuated by this Assignment with respect to the Rents and other amounts due under the Leases shall be a direct and currently effective assignment and shall not constitute merely the granting of a hen security interest or pledge for the purpose of securing the indebtedness secured by the Mortgage. In the event that a court of competent jurisdiction determines that, notwithstanding such expressed intent of the parties, Assignee's interest in the Rents or other amounts due under the Leases constitutes a ben on or security interest in or pledge 2 :;04861'10762 of the Rents or other amounts due under the Leases, it is agreed and understood that the forwarding of a notice to Assignor after the occurrence of a default, advising Assgnor of the revocation of assignor's license to receive andior collect such Rents and other amounts due under the Leases, shalt be sufficient action by Assignee to (i) perfect and/or enforce such lien on or security interest in or pledge of the Rents and other amounts due under the Leases (to the extent such lien, security interest or pledge shall not have theretofore been perfected or enforced under applicable taw), (i) take possession of the Property, and (ii) entitle Assignee to immediate and direct payment of the Rents and other amounts due under the Leases, for application as provided in the Note or Mortgage, al without the necessity of any further action by Assignee, including. without limitation, any action to obtain possession of the land, improvements or any other portion of the Property. Notwithstanding the direct and absolute assignment of the Rents and other amounts as herein described, there shall be no pro tanto reduction of any portion of the ndebtedness evidenced by the Note and seamed by the Mortgage except with respect to Rents or other amounts actually received by Assignee and applied by Assignee toward payment of such indebtedness. 3. This Assignment to Terminate Upon Payer of Indebtedness. Upon payment to Assignee of the ful amount of the indebtedness and performance of al of the terms and conditions of the Note, Mortgage and al Loan Documents, this Assignment shalt be void and of no effect Otherwise, it shal remain in ful force and effect as herein provided and, with the covenants, warranties and power of attorney herein contained, shal inure to the benefit of Assignee and any subsequent holder of the Note. and shal be binding upon Assignor, and its her, legal representatives, successors and assigns, and any subsequent owner of the Property. 4. Assignor WaiveS_Rights Against Lessees. Assignor irrevocably consents that the lessees under the Leases, upon demand and notice from Assignee of Assignors default under the Note, and Loan Documents, or under this Assignment, shal pay the rents, income and profits under the Leases to Assignee without liability of lessees for the determination of the actual existence of any default claimed by Assignee. Assignor hereby irrevocably authorizes and directs lessees, upon receipt of any notice from Assignee stating that a default exists and that payments are due under or in the performance of any of the terms, covenants or conditions of the Note, the Loan Documents, or of this Assignment to pay to Assignee the rents, income and profits due and to became due under the Leases. Assignor agrees that lessees shalt have the right to rely upon any such notices of Assignee that lessee shal pay such rents, income and profits to Assignee. without any obligation or without any right to inquire as to whether such default actually exists and notwithstanding any claim of Assignor to the contrary. Assignor shall have no claim against lessees for any rents paid by lessees to Assignee pursuant to any demand or notice under this paragraph. Upon the curing of all defaults in the payments due under and in the performance of any of the terms, covenants or conditions of the Note, or any Loan Document, Assignee shall give written notice thereof to lessees and thereafter. until further notice from Assignee, lessees shall pay the rents, income and profits to Assignor. 5. Assignor Indemnifies Assignee from Liability Under this Assignment. Assignor agrees to indemnify and hold Assignee harmless of and from any and all hability, loss or damage which Assignee may incur under the Leases or by reason of this Assignment, and of and from any and all claims and demands whatsoever which may incurred by Assignee by reason of any alleged obligation or undertaking to be performed or discharged by Assignor or Assignee under said Leases or this Assignment. Nothing herein contained shall be construed to bind Assignee to the performance of any of the terms and provisions contained in the Leases, or resutt in Assignee becoming liable for any act or omission of Assignor or liable for the return of any security deposits or advance rent or otherwise to impose any obligation on Assignee including, without limitation, any liability under the covenants of quiet enjoyment contained in the Leases in the event that the bessees shall have been joined as party defendant in any action to enforce any of the obligations of the Note, or the Loan Documents and shall have been barred and foreclosed thereby of all right, title: interest and equity of redemption in the Leased Premises Prior to actual entry arid taking possession of said leased premises by Assignee, this 3 H0486110763 Assgnment shall not operate to place responsibility for the control. care, management, or repair of the Property upon Assignee or for the carrying out of any of the terns and provisions of the Leases. Should Assignee incur any lability by reason of actual entry and taking possession or for any other reason or occurrence a sustain loss or damage under the Leases or under or by reason of this assignment or in the defense of any such claims or demands, Assignor shat immediately upon demand rernburse Assignee for the amount thereof including interest at the default rate of interest set forth in the Note, costs and expenses and reasonable attorneys' fees, and Assignee may retain possession and coiled the rents, income and profits and, from time to time, apply them in or toward satisfaction or reimbursement for said loss or damage. 6. Assignor to Defend Leases. Assignor agrees to, at Assignors sole cost and expense, enforce the Leases by appearing in and defending any action or proceeding arising under, growing out of or in any manner connected with any of the Leases or the obligations thereunder of Assignor or Assignee. 7. Assignor Authorized _Execute this Assignment. Assignor represents that Assignor now is the absolute owner of the Leases with full right and the to assign the same and the rents, income and profits due or to become due thereunder. that the Leases are valid, in full force and effect, and have not been modified or amended except as stated herein; that there is no outstanding assignment or pledge thereof or of the rents, income and profits due or to become due thereunder that there are no existing defaults under the provisions thereof on the part of either party, that the lessees have no defense, setoff or counterclaim against Assignor; that the lessees are in possession and paying rent and other charges under the Lease and as provided therein and that no rents, income or profits payable thereunder have been or will hereafter be anticipated, discounted, released, waived, compromised. or otherwise discharged except as may be expressly permitted by the Leases. 8. Power of Attomev to Assignee. Assignor hereby appoints Assignee the true and lawful attomey of Assignor with hill power of substitution and with power for it and in its name, place and stead, to demand, collect, receipt and give complete acquittances for any and at Rents and other amounts herein assigned which may be or become due and payable by the lessees and other occupants of the Property. and at its discretion to fife any claim or take any other action or proceeding and make any settlement of any dains, either in its own name or in the name of Assignor or otherwise, which Assignee may deem necessary or desirable in order to polled and enforce the payment of any and al Rents and other amounts herein assigned. Lessees of the Property, or any part thereof, are hereby expressly authorized and directed to pay al Rents and other amounts herein assigned to Assignee or such nominee as Assignee may designate in writing delivered to and received by such lessees who are expressly relieved of any and all duty, lability or obligation to Assignor in respect of all payments so made. 9. Leasehold Interest Not to Merge. The acquisition by any lessee in any manner whatsoever of the fee simple title to the leased premises, or any portion thereof, shall not cause, or operate as, a merger of the leasehold estate of such lessee with the fee simple title. 10. Assignor Not to Moddy Leases Without Approval of Assignee. Assignor wit not materially after, modify, assign or change and/or terminate any of the Leases, including any guarantors of Leases, nor request, consent or agree to or accept a subordination of the Leases or encumbrances now or hereafter affecting the leased premises without the prior written consent of Assignee. Assignor will not execute any other assignment of the Leases or of any interest therein or of any of the Rents payable thereunder. 11. Assignor to Notify Assignee of Defautts. Assignor will give prompt notice to Assignee of any notice of Assignor's default received from lessees or from any other person and furnish Assignee with complete copies of the notice. 4 `0486 010764 12. Future Leases Included in this Aw ernent. Assignor shall give Assignee notice immediately upon entering into any new lease agreement concerning any part of the above described real estate or the improvements thereon. Said leases shall be deemed automatically included in this Assgnment. 13. Modifications of this Assignment to be in Writing. No change. amendment, modification. abridgement, cancellation or discharge hereof or of any part hereof. shall be valid unless consented to in writing by Assignee. 14. This Assignment to Inure to Successors. AN covenants and agreements herein sha® apply to, inure to the benefit of, and bind the respective successors and assigns of Assignor and Assignee. 15. This Assignment to be r3overned by Florida Law. This Assignment shall be governed by the Laws of the State of Florida. Assignor has had the opportunity to fully negotiate the terms hereof and modify the draftsmanship of this Assignment. Therefore, the terms of the Assignment shall be construed and interpreted without any presurnphon. inference. or rule requiring construction or interpretation of any provision of this Assignment against the interest of the party causing this Assignment or any portion of it to be drafted. Assignor is entering into this Assignment freely and voluntarily without any duress. economic or otherwise. 16. Titles Not Controlling. The paragraph headings herein are for convenience only and are not part of this Agreement and shall not be used in construing it. IN WITNESS WHEREOF, the Assignor has executed this Assignment on the year and day first above written. Signed, sealed and delivered in the presence of. DATE: September 30 , 2002 BORROWER: SUPER STOP PETROLEUM, INC., a Florida corporation Denise Qureshi, President STATE OF FLORIDA COUNTY OF a�-� The foregoing instrument was acknowledged before me thisday of September, 2002, by DENISE OURESHI, as President of SUPER STOP PE OLEUM, INC., a Florida corporation, on behalf of said corporation. She is personally known to me (or has produced a driver's license as identification) and did/did not take an oath. r:\lax doen[f and Sett tnga\I.aw II\Ueskt op\U) OWtt .„,.,-nv xpires: rg0466 x'510765 EXHIBIT "A" HE00RnE Ay KtI:tIVEI) 0 L Gi& DEW AT AE SOUTHEAST CORNER OC BLOCK 7r" CITY OF OKIICI108E& ACCORDING ro rkE PLAT 77E7EOr RECORDED /N PUT EPOOK 5 AT PAGE S2 OF THE PUI3 C RECORDS OF OKEECHOB E COUNTY, FLOCI DA . AND RUN THENCE SOUTH 18 GEGRa'S 49 Ip41N'/1E5 45 SECCVIDS NEST. A &STANCE OF 17950 FEET 70 A POINT ON Dir" NORTH EIOIWDARY OF LOT .1?' BILOCK 25Z QTY OF OIEEO' alar,. ACCORDING TO 77f PLAT THEREOF RECORDED Ni PLAT 6100K 2. AT :,PAGE 4. Or DHE PUNIC RECORDS OF OfEECHOECE COUNT): FLORIDA INENCE RUN NEST ALONG .77/E At7IP7W 801.1I0ARY OF SA/0 LOT 71",, A DISTANCE OF 10698. FEET TOA PCiNT [MC EAST; A DISTANCE OF 1.15 FEET FROM Th'( NORTHNEST CORNER OF LOT 7R'• 1HE7V2 RUIN N Th A DISTANCE OF J1.Z03 FEET TOA maw- OF ,N7ERSECfla ON 77E; SO/7H RICHT OF MAY OF STAB ROAD 70 (MOTH PARK STREET) AS NOW MAINTAINED AAO LOCATED; 7UENCr RLW SCUM 8750'47- EAST ALONG 77E SOUTH RIGHT -OF -WA r OF STA 1F ROAD 70 (NORM PARK STREET) AS MOW MAINTAINED AND LOCATED A DISTANCE DIF T6.567 FEET 10 A PO7VT ON 1M EAST 8OA1DARY OF &OOr 71` a TY OF O'CEECHO9EE. AS AFORESAID; THENCE RUN sou Pi ALCWIf' 77E EAST 80AM .4RY OF SA/D BLOCK K" A OISTANQr or 733.78 FEET TO THE PaWT C BEONNavG M ? 01 .10 This instrument was prepared by ar+e}rel4m to: Brent G. Wolmer, Esquire Cohen Norris Scherer Weinberger & Wolmer 712 U.S. Highway One, Suite 400 North Palm Beach, Florida 33408 File No. 80000.233 Rectehr. f e.�u l- To . STROSS LAW FIRM 33920 U.S. Hwy. 19 N., Sulb 351 Palm Harbor. FL 34684-2650 ASSIGNMENT OF AGREEMENTS AFFECTING REAL ESTATE `.101.86 +,. 0 7 5 3 THIS Agreement, made this 30th day of September. 2002. by SUPER STOP PETROLEUM. INC.. a Florida corporation. (hereinafter referred to as 'Borrower) and Pakn Beach National Bank & Trust Company, its successors or assigns ('Lender"). WHEREAS. Lender has agreed to advance certain funds ('Loan') to Borrower. The Loan is evidenced by a promissory note ('Note') made by Borrower to Lender and other, collateral documents including a mortgage and security agreement ('Mortgage`) from Borrower to Lender encumbering certain real property and improvements ('Property") situate and being in Okeechobee County, Florida, and more fully described on Exhibit 'A" attached hereto and made a part hereof. The Note, Mortgage. and al documents entered into pursuant thereto or in connection therewith from time to time are hereinafter sometimes collectively referred to as the 'Loan Documents'. Unless otherwise specified herein, terms are used herein with the sarne meanings as defined in the Loan Documents; and WHEREAS, as a condition to granting the Loan, Lender has required Borrower to execute and deliver this Assignment. NOW. THEREFORE, in consideration of the Loan, and other good and vak/abie consideration, the receipt and sufficiency are hereby acknowledged, and intending to be legalty bound, Borrower does hereby grant a security interest in and covenants, agrees. warrants, represents, assigns, sets over and transfers al its rights, title, privilege, benefits and interest in and to alt of the rights, covenants, warranties, agreement, terms and conditions and/or monies paid thereunder to the Additional Collateral (as hereinafter defined) as set forth herein. 1. The items which shall be the subject of this Assignment, and which are sometimes collectively referred to as 'Additional Coilaterar are as foUows: a. Permits and Licenses. All permits, consents, contrails, licenses, approvals, leases. easements, intangible rights, rights-of-way, warranty rights, certificates. contracts, utility agreements, developer agreements, water and sewer reservations, leases and all other agreements of any kind or nature whatsoever with or from all boards, utilities, third persons, agencies, departments, governmental or quasi -governmental agencies or otherwise relating directly or indirectly to the ownership, use, operation, maintenance, sate or marketing of the Property, or the construction, development or use of improvements on the Property, whether heretofore or hereafter issued or executed, together with all Letters of Credit, Certificates of Deposit, Bonds, Deposits, Monies, Advance Charges, Pre -Paid or Paid Offsite Fees, Connection Charges, Service Availability Stand -By Charges, or any other fees, charges or deposits whatsoever heretofore. now or hereafter made, or other agreements securing or guaranteeing payment or performance thereunder (collectively, the "Permits"). Said boards, agencies, departments. governmental or otherwise are hereinafter collectively referred to as "Governmental Authorities". EXHIBIT I D o486i.u0754 b. Contacts and Data. All contracts, subcontracts, agreements, development agreements, utility agreements, material supply contacts, equipment contracts, agreements with professionals (architects, engineers, etc.), service agreements, warranties and purchase orders which have heretofore been or will hereinafter be executed by or on behalf of Borrower or which have been assgned to Borrower in connection with the ownership, use, management, reservations, sales, leasing, operation, maintenance and development of the Property, including but not limited to, that certain Dealer Supply Agreement dated October 1, 2002, by and between Borrower and Clay Oil Corporation, or the construction of improvements on the Property together with any deposits. fees, advance payments, materials, and payment and performance bonds and letters of credit securing the obligations thereof or thereunder, together with all engineering data, surveys, site plans, maps and architectural plans and specifications, design documents and documentation and drawings pertaining thereto or guaranteed thereby and ail addendum, modifications, change orders and amendments thereto (collectively the 'Contracts"). The parties with whom or to whom such Contracts have been or are given are hereinafter collectively referred to as the "Contractors". c. Purchase and Sales Agreements. All contracts, reservations, and agreements which have heretofore been or will hereafter be executed by or on behalf of Borrower in connection with the sale of the Property, (including the improvements located or to be located thereon) and, without limiting the foregoing. any down payments and deposit monies collected in connection therewith (whether now or hereafter received).. (collectively, the 'Sales Agreements'). The parties with whom or to whom the Purchase and Sales Agreements have been or are given are hereinafter collectively referred to as the 'Purchasers'. d. Leases. All written or verbal agreements for the leasing. letting or use or occupancy of the Property which have heretofore been or will hereafter be executed by or entered into on behalf of Borrower specifically together with the rents, issues and profits now due or which may hereafter become due thereunder and any advance rent, security deposits or other payments made pursuant thereto (collectively, the "Leases"). The parties with whom or to whom the Leases have been or are made are hereinafter collectively referred to as the "Lessees". e. Insurance Agreements. Alt contracts, policies and agreements which have heretofore been or will hereafter be executed by or on behalf of Borrower, in connection with any insurance covering the Property and/or the Improvements and/or Borrower's operations in connection therewith (collectively, the insurance Agreements"). The parties with whom or to whom the Insurance Agreements have been or are given are hereinafter collectively referred to as the 'Insurance Companies'. f. Warranties. All warranties and guaranties now on hereafter given covering any fumiture, equipment, machinery, building supplies and materials, appliances, fixtures and other property now or hereafter located on or placed upon the Property, including without limitation, air conditioning, heating and other appliances and equipment_ 2. Borrower herewith assigns, transfers and sets over unto Lender all of its right, title and interest in and to the Additional Collateral and all the rights and benefits therefrom to the extent they are assignable as security for the full, timet' and faithful payment by the Borrower of the Loan and performance by Borrower of all of its obligations under the Loan Documents. All assignments of the Permits, Contracts, Sales Agreements, Leases and Insurance Agreements are subject to the rights therein of the Governmental Authorities, the Contractors, the Purchasers, the Lessees and the Insurance Companies, respectively, and all assignments of the Additional Collateral are subject to the laws. rules, regulations and ordinances of all state, federal arid local governments and their agencies. Borrower agrees to notify Lender of any defaults, or claimed defaults, asserted with respect to the Borrower under the Permits, Contracts, Sales Agreements, Leases or Insurance Agreements. .A14861410755 3. This Assignment is given as additional seventy for the obligations of Borrower incurred and to incurred under the Loan Agreement and ad other Loan Documents_ Until the occurrence of an Event of Default under the Loan Documents, Borrower may retain, use and continue to enjoy and receive and exercise alt of the rights. privileges and the benefits of the Additional Collateral. After an Event of Default. Lender shad have the right and option, in its sole discretion, to enforce this Assignment to exercise all its rights benefits and privileges under the Additional Collateral by notifying Borrower in the manner provided in the Mortgage. The affidavit or written statement of an officer, agent or attorney of Lender stating that there has been a default shall constitute conclusive evidence thereof for purposes of exercising Lender's rights hereunder, and any Governmental Authorities, Contractors, Purchasers, Lessees and Insurance Companies, or any other person is authorized and directed to rely thereon in dealing with Lender. 4. Borrower agrees faithfully to observe and perform alt of the obligations and agreements imposed upon Borrower, under the Permits, Contracts, Sales Agreements. Leases and Insurance Agreements and make all required payments thereunder and at its sole cost and expense shall enforce and secure the performance of each and every obligations of alt parties to be kept and performed under the Additional Collateral. From the date hereof, no Permit, Contract, Lease, Sales Agreement or Insurance Agreement may be altered, amended, canceled, permitted to lapse, surrendered. modified or entered into without prior written consent of Lender, except in accordance with the Mortgage_ Borrower shall give immediate notice to Lender of any notice of default served upon, Borrower with respect to its obligations under the Additional Collateral. 5. Notwithstanding this Assignment nor any action or actions on the part of Lender, it is expressly agreed and acknowledged that Lender does not hereby and will not be deemed in any manner to have assumed any of Borrower's obligations and duties under or in connection with any of the Additional Collateral, or be under any obligation to perform or discharge any of Borrower's obligations, nor shad Lender be liable to Governmental Authorities. Contractors, Purchasers, Lessees or Insurance Companies by reason of any default by any party under the Permits, Contracts, Sales Agreements, Leases or Insurance Agreements. Borrower shall continue to be liable for all obligations thereunder. Borrower agrees to indemnify, protect, defend and hold Lender harmless of and from any and alt liability, loss, cost or damage (including but not limited to attorneys' fees and expenses), which d may or might incur by reason of any claims or demands against it based on its alleged assumption of Borrower's duty and obligation to perform and discharge the terms, covenants and agreements in the Permits. Contracts, Sales Agreements, Leases and Insurance Agreements, or resulting from the failure of Borrower to perform and observe, at the time and in the manner therein provided, each of the covenants, agreements and obligations of Borrower contained therein. 6. The exercise by Lender of any authority pursuant to this Agreement, before or after the institution of foreclosure proceedings under the Mortgage or before or after the institution of any proceedings under the Note, shall not cure any default under the Note or Mortgage or all of them, or affect any such foreclosure or other proceedings or any sale pursuant thereto_ 7. This Assignment shall not place responsibility for the control, care, management or repair of the Property upon Lender, or make Lender responsible or liable for any negligence in the management, operation, upkeep, repair or control of the Property resulting in loss or injury or death to any purchaser or owner of any portion thereof or any tenant, licensee, employee or stranger. Nothing contained in this instrument shall cause Lender to be responsible to any party for any assessrnent rnade by any association or for any violation of any association documents or restrictive covenants. 6. All costs and expenses incurred by Lender in connection with its exercise, in whole or in part, of any right hereunder, shall be added to the principal sum of the debt evidenced by the Note and secured by the Mortgage and this assignment. 3 :W1486 i'.L 0756 9. After the occurrence of an Event of Default, and to the extent permitted by law and the terms of the Additional Collateral, Lender may, with or without entry upon the Property, at its option (but under no circumstances shall it obligated) elect to exercise any and al of Borrowers rights and remedies under the Additional Collateral, in its own name or in the name of the Borrower or otherwise, without any interference or objection from Borrower and take such action as Lender may at any time and from time to time reasonably determine to be necessary to cure any default of Borrower under the Additional Collateral or to enforce the performance or observance of the covenants of said Additional Collateral by the parties thereto. Borrower shat cooperate in causing the Governmental Authorities, Contractors, Purchasers, Lessees and Insurance Companies to comply with all the terms and conditions of the Additional Collateral, and Lender may take over and enjoy the benefits of the Permits, Contrails, Sales Agreements, Leases and Insurance Agreements, exercise Borrower's rights under the Additional Collateral, and perform all acts in the same manner and to the same extent as Borrower might do. 10. In connection with any and all of the foregoing powers, and without limiting the same, Lender may effect new Permits, Contracts, Sales Agreements, Leases and Insurance Agreements, cancel or surrender existing Permits, Contracts, Sales Agreements, Leases and Insurance Agreements, alter and amend the terms of and renew existing Permits, Contracts, Sales Agreements, Leases and Insurance Agreements, and make concessions to Governmental Authorities, Contractors, Purchasers, Lessees and Insurance Companies. Borrower agrees to notify, at Lenders request, and Governmental. Authorities. Contractors, Purchasers, Lessees and Insurance Companies of this assignment and exclude Borrower and its employees and agents from the Property. Borrower hereby releases any and alt claims which it has or might have against Lender arising out of such action or actions by Lender_ Lender shall incur no liability on account of any action taken in good faith by it or on its behalf pursuant to this Assignment, whether or not the same shall prove to be improper, inadequate or invalid in whole or in part, and Borrower agrees to protect, defend, indemnify and hold Lender harmless from and against any and all loss, cost, liability or expense (including but riot limited to attorneys' fees and expenses) in connection with any such action or actions. 11. This Agreement shall constitute a direction to and fun authority to any issuer of any said Permits, Contracts, Sales Agreements, Leases or Insurance Agreement to act at Borrower's written direction and otherwise perform on Borrower's behalf subject to the terns and conditions of said Permits, Contracts, Sales Agreements, Leases and Insurance Agreements without proof of authorization from Borrower_ Borrower hereby acknowledges and agrees that all such parties are hereby irrevocably authorized and directed to rely upon and comply with any written request, notice and demand made by Lender with respect to any Permit, Contract, Sales Agreement, Lease and Insurance Agreement for the performance of any undertaking thereunder and shall have no right or duty to inquire as to whether such authority is then existing. Furthermore, Borrower authorizes Lender to stand in Borrower's place and stead, to utilize Borrower's name and authority and the authority granted Borrower under the Additional Collateral. 12. Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact in Borrower's name or in Lenders name or otherwise to enforce all rights, benefits, privileges and interest of Bon -ower hereunder and under the Additional Collateral and such power of attorney is coupled with an interest, and therefore is irrevocable. 13. All of the foregoing powers herein granted Lender shall be liberally construed. Lender need not expend its own funds in the exercise of such power, but if it does, such amounts, to the extent that the same are reasonable, shall be considered as advances for and on behalf of Borrower secured by this Assignment and atso evidenced and secured by the Note, Mortgage and the other Loan Documents. Any amounts so advanced shall bear interest at the then current rate prescribed in the Note, including any applicable default rate of interest. 9 0486 :610757 14. Borrower shall. upon request of Lender. fumish Lender a complete list of alt Permits, Contracts, Sales Agreements, Leases, Warranties and Insurance Agreements. Furthermore, if requested, Borrower shall deliver to Lender executed or certified copies of art Pemuts, Contracts, Sales Agreements, Leases, Warranties and Insurance Agreements and other written agreements. correspondence and memoranda between Borrower (and their predecessors n title) and Governmental Authorities, Contractors, Purchasers, Lessees and Insurance Companies setting forth the contractual and other arrangements between them. To the extent that Borrower does not have executed or certified 'copies of the foregoing in its possession, Borrower shall delver copies of those of the foregoing which are in its possession. with a certification that to the best of Borrowers knowledge and bebef, they are true and correct copies.. 15. Nothing herein contained shall be construed as making Lender a mortgagee in possession. or as constituting a waiver or suspension by Lender of its rights to enforce payment of the debts under the terms of the Note, Mortgage or other Loan Documents. Lender is not the agent, partner or pint venturer of Mortgagor or of any of the Governmental Authorities, Contractors, Purchasers, Lessees or Insurance Companies. 16. This Assignment may be enforced from time to time by Lender at its discretion, with or without order of any court and with or without appointment of a receiver, as Lender shaU determine. Lender may also at any tine cease to enforce this Assignment. Any faiuure on the part of Lender promptly to exercise any option hereby given or reserved shall , not prevent the exercise of any such option at anytime thereafter. Lender may pursue and enforce any remedy or remedies accorded it herein independently of, in conjunction or concurrently with. or subsequent to its pursuit of enforcement of any remedy or remedies which it may have under the Note, Mortgage, and/or oilier Loan Documents. This Assignment is intended to be an absolute assignment and not merely the granting of a security Merest The Additional Collateral is hereby absolutely assigned to Lender. 17. Borrower warrants and represents: a. That it has the full right, power and authority to execute and deliver this Assignment, except for those Permits which are by their nature non -transferable; and b. That it has not made and shall not hereafter make any assignment. pledge, transfer or hypothecation of the Additional Collateral, and that the same is free and dear of al Bairns and lens of every nature and it will not tender or accept a surrender or cancellation of the Additional Collateral without the prior written consent of Lender, and c. That and Additional Collateral are valid and subsisting and in fuq force and effect on the date hereof, subject to no defenses, setoffs, defaults or counterclaims whatsoever and no claims for additional payments exists thereunder, and Borrower will defend same against the lawful dams of all persons whomsoever and d. There exists no event, condition or occurrence which constitutes, or which with notice and/or the passage of time could constitute, a breach of or default under any term or condition of any of the Additional Collateral. Borrower also hereby covenants and agrees not to do any act or execute any instrument which would destroy or impair the security to the Lender of this Assignment or prevent Lender from exercising its rights hereunder or which might limit Lender in such exercise. 18. When the context so requires, the singular shall include the plural and conversely, and use of any gender shall include all genders. 19. It is understood and agreed that a full and complete release of the Mortgage shall operate as a full and complete release of all of the Lender's rights and interests hereunder as to the Property released and that after the Mortgage has been fully released, this instrument shall be void and of no further effect It is further understood and agreed that any partial release of any portion of the Property secured by the Mortgage from the Mortgage of Lender shall operate automatically to release that said portion from the 5 10486 "110758 provisions of this Assignment. 20. In connection with any controversy arising out of this Agreement, the prevailing party shall he entitled to reasonable attorneys' fees and costs at administrative, pre-trial, trial and appellate levels whether suit be instituted or not. 21. This Assignment and the agreements and undertakings of Borrower hereunder shall be binding upon Borrower and its sucessors and assigns and shall inure to the benefit of Lender and its successors and assigns and any purchaser from Lender of any interest in the Loan Documents. 22. Borrower agrees to make, execute and deliver al such further or additional instruments as may be necessary to satisfy the intents and purposes hereof and to perfect the Assignment made hereby. 23. If any clause or provision herein contained shal operate either presently or prospectively to invalidate this assignment, in whole or in part, then such clause or provision only shall (except for purposes of internal reference) be held void as though not contained and the remainder of this instrument stall remain operative and in fur force am. effect. 24. This assignment shall be governed by and construed according to the laws of . the State of Florida_ 25. It shall be an Event of Default hereunder if (a) Borrower shall default in the performance of any covenant or agreement of Borrower hereunder (b) if Borrower makes a misrepresentation under Paragraph 17 hereof; or (c) if there shall be an Event of Default under any of the Loan Documents. Any Event of Default hereunder shall constitute an Event of Default under the Loan Doaxnents. IN WITNESS WHEREOF, Borrower has caused this Assignment of Agreements Affecting Real Estate to be duly executed on the date first above written. Signed, sealed and delivered in the presence of DATE: September 30 , 2002 NA, BORROWER: SUPER STOP PETROLEUM, INC., a Florida corporation �/ J BY: IQ ,,,- Denise Oureshi, President STATE OF FLORIDA COUNTY OF Rikots:00 The foregoing instrument was acknowledged before me this3 day of September, 2002, by DENISE QURESHI, as President of SUPER STOP PETROLEUM, INC., a Florida corporation, on behalf of said corporation. She is personally known to me (or has • roduced a driver's license as identifica i • ),,1 did/d faire an oath. .ii 4FI / 41 P. ,t mt - n •Expires: end Set[,ngs\I.a`r !I\Urs•top\UNC t4D161' LaY\he »rasp EXHIBIT "A" LEGAL arsoi a1Jott K0486 Lii0759 RECORDED AS HECE IVEI) BEGIN AT ME SOVTOAST C1GRAER 1 BLoac 7e:. arr O' C11EEC7iilEE; ACCORD/NIG TO air PLAT THEIEO; RECORDED IN PLAT BOOK 5. AT PAGE 5. OF THE Pt JC RECORDS OF OKEEC O EE COUNTY, FLORIDA. AAA, RUN THENCE SOWN 18 DEGREES 49 MINUTES 45 SECONDS NEST, A DISTANCE O' 179 5O FUT TDA POINT CPI THE- M 7H BOLIIDARY Or LOT 7P: BLOCK 252 -f]TY OF OlaICHOBEE. ACCORDING' WG TO THE PUT THEREOF RECORDED IN PUT BOOK- Z AT •PAGEAL OF ME PC$NC RECORDS OF OCEECML r( ca.wTY, FLORIDA; ME7ICE RUN NEST ALONG *THIE NORTH BOA40ARY Or SAA, LOT iR: A DISTANCE OF 10698 fEET 10 A PUaNT [yaw EAST, A DISTANCE OF 115 FEET FROIV THE NORTNNEST CORNER OF LOT 7P', THENCE RUN NORM A DISTANCE OF 11203 FEET TOA PANT OF IV7DRSECTION OV ITE. SOUP? RIGHT OF MAY OF STA1F ROAD 70 (NOM PARK STREET) AS NOW MAINTAINED AND L OCA TED,• THENCE RLW SOUTH 87.504Y EAST ALONG THE SCNJIH RIGH T- OF- WAY OF STATE- ROAD 70 (NORM PARK SI CET) AS NOW MANTA/MD AAD LOCATED A ENSTANCE OF 16561 FEET TOA POINT ON TME EAST BOUNDARY' OF BLOCK 7r. C/TY OF OKEECHO EE; AS AFO4E5110; THENCE RUN SOUTH ALCIMG TME EAST BOUNDARY OF SAID BLOCA' K' A DISTANCE OF 13578 FEET TO THE POINT O^ accitmova J i-- g0aM z OLs g O= O �u u2 e)toF O[� W; V 0V aC.r -, O V I �- U 0.O~ OCJ ps WW CC IC 4P: — II z,", a.gig_A0 O J CO r ch STATE OF FLORIDA UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM NAM & DA 1 P ONE = ER OF CO ACT PERSON BRENT G. WOLMER Phone: (561)844-3600 SEND ACKNOWLEDGMENT TO: ame COHEN, NORRIS, SCHERER, WEINBERGER & WOLMER ddreas 71I U.S. HIGHWAY ONE, STE. 400 icy/State/Zip North Palm Beach, FL 33408 1. DEBTOR'S EXACT FULL LEGAL NAME - INSERT ONLY ONE DEBTOR NAME (la OR 1 b) - Do Not Abbreviate or Combine Names la. ORGANIZATIONS NAME SUPER STOP PETROLEUM, INC. lb INDIVIDUAL'S LAST NAME FLORIDA SECURED TRANSACTION REGISTRY FILED 2002 Oct 02 AM 12:00 ****** 200202305951 ****** THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY lc. MAILING ADDRESS 6221 W. ATLANTIC BOULEVARD Id. TAX 1DM REQUIRED ADD'L INFO 65.0610976 RE: ORGANIZATION DEBTOR FIRST NAME MIDDLE NAME SUFFIX CITY MARGATE le. TYPE OF ORGANIZATION CORPORA TION STATE FLORIDA If. JURISDICTION OF ORGANIZATION FLORIDA I POSTAL CODE COUNTRY 33063 USA Ig. ORGANIZATIONAL IDE 0 NONE 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME • INSERT ONLY ONE DEBTOR NAME (2a OR Ib) - Do Not Abbreviate or Combine Names 2a. ORGANIZATIONS NAME 2b. INDIVIDUAL'S LAST NAME 2c. MAILING ADDRESS 2d. TAX IDM 1 REQUIRED ADD'L INFO . TYPE OF ORGANIZATION RE: ORGANIZATION DEBTOR 12e 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - INSERT ONLY ONE SECURED PARTY NAME (3a OR 3b) Q NONE 3a. ORGANIZATION'S NAME JI PALM BEACH NATIONAL BANK & TRUST COMPANY lb. INDIVIDUALS LAST NAME FIRST NAME CITY MIDDLE NAME SUFFIX STATE T POSTAL CODE COUNTRY 2f. JURISDICTION OF ORGANIZATION 28. ORGANIZATIONAL IDN FIRST NAME 3c. MAILING ADDRESS CITY 125 Worth Avenue Palm Beach 4. This FINANCING STATEMENT covers the following collateral: See attached Exhibit A. MIDDLE NAME STATE Florida r POSTAL CODE 1 33480 SUFFIX COUNTRY • USA 5. ALTERNATE DESIGNATION (if applicable) ILESSEE/LESSOR AG. LIEN CONSIGNEE/CONSIGNOR NON -UCC FILING 6. Florida DOCUMENTARY STAMP TAX - YOU ARB REQUIRED TO CHECK EXACTLY ONE BOX Ili All documentary sumps due and payable or to become due and payable pursuant l0 s. 201.22 F.S., have been paid. ❑ Florida Documentary Stamp Tan is not required. S ILEEIBA ILOR LER/BUYER 7. OPTIONAL FILER REFERENCE DATA 80000.233 STANDARD FORM - FORM UCC -1 (REV. 12/2001) Filing Office Copy EXHIBIT E Approved by the Secretary of Stale, State of Florida '• is vfiY`O4iRu� SIGNATURE PAGE OF UCC -1 FINANCING STATEMENT SUPER STOP PETROLEUM, INC., a Florida corporation By: enise Qureshi, President PALM BEACH NATIONAL BANK & TRUST COMPANY By: Print Name: Title: -2- EXHIBIT "A" RIDER TO FINANCING STATEMENT UCC -1 DEBTOR: SUPER STOP PETROLEUM, INC. SECURED PARTY: Palm Beach National Bank & Trust Company of property: This financing statement covers the followin All of Debtor'sproperty g p y ri htstYpes and items whatsoever, whether now existingo of any kind r herac, togethe with increases, substitutions thereto andeafter all replacements thereof, additions and accessions thereto and the proceeds and products thereof, whether real, personal, mixed or otherwise, and whether tangible or intangible, secured by that certain Mortgage Security Agreement as recorded in the Public Records of Okeechand obee County, Florida dated September 30, 2002, and all Loan Documents executed of even date herewith from the Debtor, as identified herein, and encumbering that certain parcel of real estate situated in Okeechobee County, Florida and legally described in Exhibit "B" attached hereto and made a part hereof. All buildings and improvements of every kind and description now or hereafter located upon the real property or any part thereof located in Okeechobee County, Florida described in Exhibit "B" attached hereto, (the "Property"). All and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, title, interest, property, claim and demand whatsoever of Debtor, of, in and to the same and of, in and every part of parcel thereof. All right, title and interest of Debtor, if any, in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Property to the center line thereof. All easements, rights-of-way, gores of land, ways, alleys, passages, sewer right, waters, water courses, water rights and powers, riparian and littoral rights, mineral, soil, crops, trees, timber, docks and dockage rights, and all estate, rights, titles, interests privileges and liberties of any nature whatsoever, in any way belonging, relating or pertaining to the Property. All fixtures, equipment, inventory, and articles of personal property now or at any time hereafter attached to or used in any way in connection with the use, operation and occupation of the buildings erected on the Property or any part thereof as residences, apartments, furnished apartments, offices, warehouses, or otherwise (hereinafter called "equipment") such equipment including but without being limited to all equipment, wall-to-wall carpet, stoves, ranges, refrigerators, and other electric equipment, heating, lighting and plumbing fixtures and used at any time in the operation, use and occupation of any of the buildings on the Property and dynamos, motors, furnaces, vacuum cleaning systems, fire prevention and extinguishing apparatus, cooling systems, at any time used in or about or upon the Property, except personal property, if any, belonging to others than Debtor, located on the Property, any and all nursery, landscaping or shrubbing inventory and equipment located on the Property, it being understood and agreed, however, that any renewal, replacement or substitution of any and all such equipment shall be purchased by Debtor and when paid for be owned by it, and all of the right, title and interest of Debtor in and to the equipment which may be subject to any title retention or security agreement superior in lien to the lien of the mortgage or other security instrument, except in all instances, any furniture, fixtures and equipment as described above which is the personal property of and owned by any of the tenants of the Property. Any and all award or payments, including interest thereon, and the right to receive the same, which may be made with respect to the Property as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to or decrease in the value of the property, to the extent of all amounts which may be secured by the Mortgage at the date of receipt of any such award or payment by Secured Party, and of the reasonable attorneys' fees, costs and disbursements, incurred by Secured Party in connection with the collection of such award or payment. All building materials that may be placed on the Property during the existence of this lien and all bonuses and royalties on the Property and further, all rents, royalties, profits, revenues, incomes and other benefits arising from the use or enjoyment of the property or from any contract pertaining to such use or enjoyment. All leases and contracts for sale now and hereafter entered into involving the Property or any part thereof, and all right, title and interest or Debtor thereunder, including, without limitation, cash or securities deposited thereunder to secure obligations. 2 All of Debtor's right, title and interest in all leases of equipment permitted hereunder, if any, and in said leased equipment. All right, title and interest of Debtor to plans and specifications, designs, drawings and other matters prepared for any construction on the property. All good will, trademarks, trade names, option rights, purchase- contract, books and records and general intangibles of Debtor relating to the Property, all licenses or permits in connection with the construction on or operation of the property; all accounts, instruments, chattel paper and other rights of Debtor for payment of money for property sold or'loaned, for services rendered, for money loaned, or for advances or deposits made and any other intangible property of Debtor related to the property; all accounts, notes and contract rights of the Debtor, whether now existing or hereafter acquired, all chattel paper and instruments, whether now existing or hereafter acquired, evidencing any obligations to Debtor for payment of goods sold or leased or services rendered; all interest of the Debtor in any goods, the sale or lease of which shall have given or shall give rise to any of the foregoing; all as may be more particularly defined in Florida Statutes Chapter 673 or at common law; and all proceeds of any of the foregoing. All rights of Debtor under all contracts now or hereafter made with any provider of goods or services for or in connection with construction undertaken on, or services performed or to be performed in connection with the property, including any architect's agreement and the construction contract which have been entered into by Debtor for the design and construction of the property. All rights of Debtor as seller or borrower under any agreement, contract, understanding or arrangement pursuant to which Debtor has, with the consent of Secured Party, obtained the agreement of any person to pay or disburse any money for Debtor's sale (or borrowing on the security of) the Property or any part thereof, including any sale contract(s) together with all deposits paid by purchasers under such sales contracts which are being held in escrow pending closing of such sales. All insurance policies now or hereafter in effect with respect to the property, or any portion thereof, any unearned premiums thereon, and all proceeds thereof. 3 All of the water, sanitary and storm sewer systems now or hereafter owned by the Debtor which are now or hereafter located by, over, and/or upon the Property or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals, manholes and appurtenances. All paving for streets, roads, walkways or entrance ways now or hereafter owned by Debtor and which are now or hereafter located on the Property or any part or parcel thereof; provided that such matters shall be released from this Agreement upon a public dedication of such roads to any governmental municipality having jurisdiction. All of Debtor's right, title and interest as seller in and to all agreements for the sale of the Property, or any part thereof, heretofore made and entered into, and in and to all sale agreements hereafter made and entered into, by or on behalf of Debtor, together with all deposits and payments in connection therewith, together with any and all receivables now or hereafter due Debtor with respect to such agreements. All of the right, title and interest of the Debtor in and to all unearned premiums accrued, accruing or to accrue under any, and all insurance policies now or hereafter provided pursuant to the terms of security agreements, and all proceeds or sums payable for the loss of or damage to (a) the Property or collateral described in this Exhibit "A" or (b) rents, revenues, income, profits or proceeds from service agreements or contracts, leases, franchises, concessions or licenses of or on any part of the Property. All of Debtor's interest in all utility security deposits or bonds on the Property or any part or parcel thereof and all residential units of density and water and sewer reservations and equivalent residential connections affecting or allocated to the Property. All other property or rights of Debtor of any kind or character related to the property and all proceeds and products of any of the foregoing' all of the foregoing including such property whether nor or hereafter existing or acquired. All permits, licenses, certificates of use and occupancy (or their equivalent), zoning and governmental applications and approvals relating to the above-described real property and the improvements now or hereafter thereon. 4 All agreements and contract rights, including the proceeds thereunder, now or hereinafter entered into or obtained in connection with the acquisition, development, construction, renovation, management, maintenance, sales, leasing or operation of the above-described real property, and the improvements now or hereafter thereon; any and all development and construction contracts, engineering, architectural and surveying agreements, purchase and sales contracts, utilities agreements and rights, maintenance and service contracts, fictitious names and tradenames, warranties and guarantees, personal property and leases therefor, which pertain or relate in any manner to the above-described property, or any portion thereof, and the improvements now or hereafter thereon, or to the ownership or operation thereof; All material, payment andperformance bonds and letters of credit obtained in connection with the above-described real property and the improvements now or hereafter thereon. All bank accounts (excluding trust and agency accounts), including interest thereon, Letter(s) of Credit, deposits, cash, money and all additions thereto and substitutions therefor and all cash proceeds thereof, delivered by Debtor to the Secured Party. Any reference herein to the "Property" shall be deemed to apply to the land described in Exhibit "B" hereto and said improvements, buildings, fixtures equipment, and materials, and the rents, profits and leases thereof, and said tenements, hereditaments, easements and appurtenances, and all of the other above mentioned rights or property interest. Any reference herein to the "Mortgage" shall mean that certain Mortgage and Security Agreement dated September 30, 2002, made by the Debtor to the Secured Party. F:\WPDOCS\IRENE\80000\233\UCC. EXH 5 L£�4L DESCR/PT70N.• EXHIBIT "B" /'LA BEaN THEREOF, SRECOVPDED CORNER BOOKCX K G)!TY OF GYY£ECNq , AT PAGE A OF THE PUBLIC ACCORD/NG TO THE .OK££CHOBEE COUNTY, FLORIDA, ANO RUN' BTHENCE SOUP./ 18 DEGREES49RMINUTES 45 SECONDS NEST; A D/STANCE (' 17950 FEET TO A PO/NT ON T»E NORTF1 BOUNDARY OF LOT R' ?52. -C/TY OF OKEECHOBEE, ACCORDING TO THE PCA.T THEREOF RECORDED /N PLAT BOOR 2 BLOCK ,PAGE_-4 Oc- THE PUBLIC RECORDS Cr OAEECHO EE COUNTY, .FLOW/DA; T/1 THE NORTH BOUNDARY OF SA/0 LOT R"E ENCS RUN *EST ALONG DISTANCE OF 135 FEET FROM THE NORTHHEST CORNERF LOT "R"; R ET TO A POINT LYING EAST, A DISTANCE OF 312.03 FEET TO A PO/NT OF /NTERSEC770WSOUTH THENCE RUN NORTH A ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCA .>ED, U THENCE R WSOU OF STA 7L' 9750 t7" EAST ALONG THE SOUTH RIGHT-OF-WAY OF STATE ROAD 70 (NORTH PARK STREET) AS NOW MAINTAINED AND LOCA TED A DISTANCE OF 16561 FEET TO A PONT ON THE EAST BOUNDARY OF BLOCK K" CITY OF OKEECHOgEE, AS AFORESAID; THENCE RUN SOUTH ALONG THE EAST BOUNDARY OF SA/D BLOCK K" A DISTANCE OF 13578 FEET TO THE PO/NT OF BEGINNING. UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optionan Phone (800) 331-3282 Fax (818) 662-4141 8. SEND ACKNOWLEDGEMENT TO: (Name and Mailing Address) 18518 COLONIAL BANK E UCC Direct Services P.O. Box 29071 Glendale, CA 91209-9071 12168332 FLFL L FLORIDA SECURED TRANSACTION REGISTRY FILED 2007 Sep 20 AM 12:00 ****** 200706579273 ****** THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE 0 200202305951 02 -OCT -2002 SS FL Ib. TNI FINANCING STATEMENT AMENDMENT is ❑to be filed (for record' (or recorded) In the REAL ESTATE RECORDS. 2. L I TERMINATION: Effectiveness or the Financing Statement Identified above Is terminated with respect to security Interest(s) of the Secured Party authorizing this Termination Statement. 3. CONTINUATION: Effectiveness of the Financing Statement Identified above with respect to the security interest(s) of the Secured Party authorizing this Continuation Statement is continued for the addnbnat period provided by applicable law. 4. ❑ ASSIGNMENT (full or partial): Give name of assignee In item 7a or 7b and address of assignee in 7c; and also give name of assignor In Item 9. 5. AMENDMENT (PARTY INFORMATION): This Amendment affects Q DeWor g 0 Seared Party of record. Check only of these two boxes. Also check pne of the following three boxes and provide appropriate Information In items 8 and/or 7. CHANGE name and/or address: Give current record name in item tie or 6b: also give new DELETE narne: Give record name ADD name: Complete item 7a or 7b. and also ❑ name (if name change) in item 7a or 7b and/or new address (if address change) In item 7c. ❑ to be deleted in item 60 or eb. ❑ Item 7c: also complete items 7d -7g (If applicable) 6. CURRENT RECORD INFORMATION: 6e. ORGANIZATION'S NAME SUPER STOP PETROLEUM, INC. OR 10101 6b. INDIVIDUAL'S LAST NAME FIRST NAME 'MIDDLE NAME SUFFIX 7. CHANGED (NEW) OR ADDED INFORMATION: OR 7a. ORGANIZATION'S NAME 7b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 7d. SEE INSTRUCTION AOt7l INFO RE ORGANIZATION DEBTOR le. TYPE OF ORGANIZATION 7!. JURISDICTION OF ORGANIZATION 79. ORGANIZATIONAL ID e. J any ENONE B. AMENDMENT (COLLATERAL CHANGE): check only one box. — Describe collateral: deleted or ❑ added, or glia entire'] restated collateral deeedptlon, or describe collateral❑assigned. 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this Is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this Is a Termination authorized by a Debtor. check here ❑ and enter name of DEBTOR authorizing this Amendment. OR 9a. ORGANIZATION'S NAME PALM BEACH NATIONAL BANK & TRUST COMPANY 9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 10 OPTIONAL FILER REFERENCE DATA 12168332 Debtor Name: SUPER STOP PETROLEUM, INC. 650610976 32, als, 089, 205073900039 LING fFF"r;E COPY - NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (I?NV 0.5/22.,02) Ti') Prepared by UCC dress Services. P.O. Boa 20071 Glenda*. CA 91209-9071 Tel (800) 331-3282 Beth Chapman Secretary of State P. O. Box 5616 Montgomery, AL 36103-5616 STATE OF ALABAMA I, Beth Chapman, Secretary of State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that as appears on file and of record in this office, the pages hereto attached, contain a true, accurate, and literal copy of the Miscellaneous Entry filed on behalf of Colonial Bank, as received and filed in the Office of the Secretary of State on 08/08/2003. j LU` f FLORIDA 4 20120827000008162 In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. 08/27/2012 Date ciL Beth Chapman EXHIBIT F Secretary of State ARTICLES OF CONVERSION OF COLONIAL BANK, MONTGOMERY, ALAB AN ALABAMA BANKING CORPORATION INTO FILED IN OFFICE AUG -8 2003 SECRETARY OF STATE COLONIAL BANK, NATIONAL ASSOCIATION, MONTGOMERY, ALABAMA, A NATIONAL BANKING ASSOCIATION Pursuant to the provisions of Section 5-7A-40, CodeofAlakanki, the undersigned Alabama Banking Corporation adopts the following Articles of Conversion for the purpose of evidencing its conversion into a National Banking Association: FIRST: The names of the corporations party to the conversion and the jurisdictions they are respectively organized are: Name of Corporation Jurisdiction Colonial Bank Montgomery, Alab Colonial Bank, National Association United States SECOND: Alabama and Federal law permit such conversion. THIRD: The name of the corporation resulting from the conversion is Colonial Bank, National Association, and it is to be governed by the laws of the United States. FOURTH: The conversion was approved by the Board of Directors and the sole shareholder of the undersigned Alabama Banking Corporation in the manner prescribed by Alabama and Federal law. FIFTH: As to the undersigned corporation, the number of shares outstanding, and the designation and number of outstanding shares of each class entitled to vote as a class on such conversion are as follows: Name of Corporation Number of Shares Outstanding Entitled to Vote as a Class Designation Number of of Class Shares Colonial Bank 21,750 Common 21,750 SIXTH: As to the undersigned corporation, the total number of shares voted for and against the conversion, respectively, and, as to each class entitled to vote thereon as a class, the numbeRECEIV ED shares of such class voted for and against such conversion, respectively, are as follows: AUG 8 2003 ri:r.RFTARY OF STATE AUG. -O'8 03 (FRI) 09:33 MHS&0 Exhibit A c) TEL:251 431 9406 P. 002 Comptroller of the Currency Administrator of National Banks Licensing Operations Southwestern Oistrict Office 1600 Lincoln Ptaza 500 North Akard Dallas, Texas 75201-3342 August 8, 2003 Robert E. Lowder President and Chairman of the Board Colonial Bank One Commerce Street Montgomery, Alabama 36104 Re: Conversion of Colonial Bank, Montgomery, Alabama; Application Control No. 2003 -SW -01-0003 Dear Mr. Lowder: The Comptroller of the Currency (OCC) has reviewed and found no exception to the documents submitted on behalf of Colonial Bank, Montgomery, Alabama to complete the conversion process. Colonial Bank, National Association is authorized to commence business on August 8, 2003. We will forward you a Charter Certificate under separate cover. On behalf of the OCC, welcome to the national banking system. Should you have any questions, contact Assistant Deputy Comptroller Robert Sejnoha at (312) 360-8841, who will be responsible for the ongoing supervision of your institution. Yours truly, en H. Bryant Licensing Manager aide b ra1s2728 amide % to 62618 sal*MItot y'lv21616/1 1 erg to 1(gwo oteagrnoo brie eLnt =Ma skit d b.1111n1muoob ne 'TAO. ..--1711:,41T77—... : i • 3a:IJt::3..310.311T':IY:.BlI'. !.Rf>..:n _1 ,_:.5 t ""UIIDtb33,11,.1G+-1: PJMIL6 ti'..V ..1•.• Beth Chapman Secretary of State • P. O. Box 5616 Montgomery, AL 36103-5616S TATE OF ALABAMA t I, Beth Chapman, Secretary of State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that as appears on file and of record in this office, the pages hereto attached, contain a true, accurate, and literal copy of the Articles of Formation filed on behalf of Colonial Bank, as received and filed in the Office of the Secretary of State on 06/09/2008. In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. 1 12/6/2011 20111206000004173 Date Beth Chapman Secretary of State CORP 00280 PAGE 0252 ARTICLES OF INCORPORATION OF COLONIAL BANK # 257594 Posted b : Checked by: Pursuant to §§ 5-7A-20 through -24 of the Alabama Banking Code and § 10-2B-2.02 of the Alabama Business Corporation Act, the undersigned directors adopt the following Articles of Incorporation: ARTICLE I NAME The name of the Corporation shall be Colonial Bank. ARTICLE II riairMISA The purposes for which the Corporation is formed include: (A) To convert Colonial Bank, N.A., a national banking association headquartered in Montgomery, Alabama, into a state bank with all the power and authority that may be exercised by a state bank. (B) To engage in the banking and financial services business. (C) To engage in trust services to the fullest extent provided by the Alabama Banking Code, as it may be amended from time to time, including, but not limited to, operating and conducting a trust department, becoming a trustee for any purpose, being appointed and acting as an executor, administrator, guardian or receiver and any other business or the exercise of any power incident to the business of trust and banking companies. (D) To engage in the transaction of any or all lawful business for which -car ti may be incorporated under the laws of Alabama. Li Ir' I ARTICLE III PRINCJrAL. OFFICE SECRETARY OF STATE The location of the principal office of the Corporation in the State of Ala • _ - s located in Montgomery, Montgomery County, Alabama. CORP 00280 PAGE 0253 ARTICLE IV CAPITAL STOCK The amount of the total authorized capital stock shall be $100,000, divided into 100,000 shares of par value of $1.00 each. The amount of the Corporation's paid -in capital shall be $2,182,908,688. ARTICLE V REGISTERED OFFISE at AGENT The address of the initial registered office of the Corporation is 100 Colonial Bank Boulevard, Montgomery, Alabama, and the name of its initial registered agent at such address is Carrie Ellis McCollum, Miller, Hamilton, Snider & Odom, 100 Colonial Bank Boulevard, First Floor, Montgomery, Alabarna 36117. ARTICLE VI INCORPORATOR The following individual shall serve as the incorporator: Robert E. Lowder 100 Colonial Bank Boulevard Montgomery, Alabama 36117 ARTICLE VII BOARD OF DIRECTORS The names and addresses of the individuals who will serve as the Corporation's initial board of directors are as follows: Robert E. Lowder 100 Colonial Bank Boulevard Montgomery, Alabama 36117 2 - Howell Henderson 12 Mimosa Pell City, Alabama 35125 Phillip E. Adams, Jr. Post Office Box 2069 Opelika, Alabama 36803-2069 Augustus K. Clements, III 2740 Central Parkway Montgomery, Alabama 36106 Thomas F. Dyas, Jr. Post Office Box 2830 Auburn, Alabama 36831 CORP 00280 PAGE 0254 William E. Powell, III 201 S. Bainbridge Street Montgomery, Alabama 36104 Sirnuel Sippial, Jr. 2931 Day Street Montgomery, Alabama 36108 Paul D. Spina, Jr. 100 Canyon Park Circle, Suite D Pelham, Alabama 35124 ARTICLE VIII DURATION The duration of the Corporation shall be perpetual, unless otherwise legally terminated. ARTICLE IX INDEMNIFICATION The Corporation will make or agree to make indemnification payments to an institution - affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by any federal banking agency, that are reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder. In addition, the Corporation will indemnify its officers and directors to the fullest extent permitted under applicable law. The Corporation will not make or agree to make any indemnification payments to an institution -affiliated party, as defined at 12 U.S.C. § 1813(u), for liability imposed for any material violation of state law or regulation or for liability imposed by an applicable state regulatory authority. ARTICLE X E7ccuur�+TION A director shall not be liable to the Corporation or to its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of financial benefit received by such director to which such director is not entitled; (B) an intentional infliction of harm by such director on the Corporation or the shareholders; (C) a violation of Section 10-2B-8.33 of the Code of Alabama (1975) or any successor provision to 3 CORP 00280 PAGE 0255 such section; (D) an intentional violation by such director of criminal law; (E) a breach of such director's duty of loyalty to the Corporation or its shareholders; or (F) an assessment or penalty made pursuant to the Alabama Banking Code. If the Alabama Business Corporation Act, or any successor statute thereto, is hereafter amended to authorize the further elimination or limitation of the liability of a director of a corporation, then the Liability of a director of the Corporation, in addition to the limitations on liability provided herein, shall be limited to the fullest extent permitted by the Alabama Business Corporation Act, as amended, or any successor statute thereto. The limitation on the liability of directors of the Corporation contained herein shall apply, except to the extent prohibited by law, to liabilities arising out of acts or omissions occurring prior to the adoption of this Article X. Any repeal or modification of this Article X by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the Corporation existing at the time of such repeal or modification. ARTICLE XI BY.L6N-8 The Corporation shall have the power to make bylaws for the regulation and government of the Corporation, its agent, servant, or officers, and for all other purposes not inconsistent with the constitution and laws of the State of Alabama 2008. ARTICLE XII EFFECTIVE Time, These Articles shall become effective at 5:00 a.m. Central Daylight Time on June 10, [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] -4- In witntss whereof, we have hereunto set our hands this ����I , 2008. CORP 00280 PAGE 0256 19 day of 4iad#1jot Robert . wder Howell Henderson � c -P AfAr) dams, Jr. William E. Powell, III Augustus K. Clem s, III Thom s F. Dyas, Jr. Simnel Sippir ( Paul J. Spina, Jr. -5- CORP 00280 PAGE 0257 �i� ss whereof, we have bereumto set our hands this / day of 2008. Robert E. Lowder Howell Henderson Phillip E. Adams, Jr. William E. Powell, III Augustus K. Clements, III Simuel Sippial, Jr. Thomas F. Dyas, Jr. Paul 3 -Tri VIA HAND DELIVERY CORP 00280 PAGE 0258 STATE OF ALABAMA STATE BANKING DEPARTMENT June 9, 2008 Mr. Robert E. Lowder, Chairman, President & CEO Colonial Bank 100 Colonial Bank Boulevard Montgomery, AL 36117 Re: Colonial Bank Dear Mr. Lowder: Enclosed are the documents you will need to complete the conversion of Colonial Bank into an Alabama banking corporation with the resulting bank being "Colonial Bank." The Certificate of Approval reflects that the resulting bank will operate under the Articles of Incorporation of Colonial Bank, Montgomery, Alabama and under the title of Colonial Bank. The conversion shall become effective upon the filing of the Certificate of Approval and the Articles of Incorporation with the Probate Court of Montgomery County. Please provide this office with proof of these recordings. A copy of the recorded Certificate of Approval will suffice for this purpose. ETB:nl enclosures Sincerely, E T. Bressler General Counsel Cc: John D. Harrison, Superintendent of Banks Trabo Reed, Deputy Superintendent of Banks Wayne Cranford, Special Operations, and Large Institutions Division Manager FDIC CENTER FOR COMMERCE • 401 ADAMS AVENUE • P.O. BOX 4600 • MONTGOMERY. Al- 36103-4e00 TELEPHONE (334) 242-3452 • FAX (334) 242-3500 OR BUREAU OF LOANS (334) 363-5961 CORP 00280 PAGE 0259 STATE OF ALABAMA MONTGOMERY COUNTY CERTIFICATE OF APPROVAL TO CONV$RT TQ NATE BANKING CORPORATION I, John D. Harrison, as Superintendent of Banks, State of Alabama, do hereby certify that Colonial Bank, a national banking association. has illy complied with the provisions of § 5-7A- 20 through 5-7A-24, Code ofAlabamg 1975, to convert to a state banking corporation with the name Colonial Bank and that Colonial Bank, the resulting bank, and all of its stockholders, officers and employees shall have the same powers and privileges and shall be subject to the same duties, liabilities and regulations, in all respects, as shall have been prescribed for banking corporations originally organized as banking corporations under the laws of the State of Alabama; and I do, therefore, authorize Colonial Bank, Montgomery, Alabama, subsequent to the filing of this certificate and attached documents with the Judge of Probate of Montgomery County, to transact business as a state banking corporation effective at 5:00 a.m. on Tuesday, June 10.2008. I further certify that all proper business can be entrusted to said bank including the ability to exercise trust powers. Given under my hand and seal of office this the 9'" day of June, 2008. John S . Harrison ntendent of Banks CORP 00280 PAGE 0 260 STATE OF ALABAMA MONTGOMERY COUNTY rERMIT TO BEGIN BUSINESS I. John D. Harrison, as Superintendent of Banks, State of Alabama, do hereby certify that Colonial Bank, Montgomery, Alabama, has duly complied with all requirements of law relating to the organization of a bank under the laws of the State of Alabama, and I do, therefore, authorize it to transact business as a bank, and I further certify that it is authorized to conduct and operate a trust department commencing at 5:00 a.m. on Tuesday, June 10, 2008. Given under my hand and seal of office this day of June, 2,008. Jo . Harrison Su • tendent of Banks STATE OF ALABAMA MONTGOMERY COUNTY I. Elizabeth T. Bressler, General Counsel, State of Alabama, State Banking Department, do hereby certify that the foregoing is a true and correct copy of the Certificate as the same appears on file and of rccord in this office. 11 11 11 STAar Y CO. i I i 111 uunsel CERTIFY n-$ 3INETRt/MENTwow FILED ON State = ing Department CORP 002180 POO -0rE� 20Jun 00 11:41AM REESE MCKJNNEY JR. JUDGE OF PROBATE INDEX 35.00 REC FEE 335.00 CERT $0.00 CHECK TOTAL 840.00 78573 Clerk LESLIE 11:43AM CERTIFIED COPY thereby certify this document was y, t Aontgo 't. County, Alabama art, /y! Book -.S page •_'• Judge of Probat7 Beth Chapman P. O. Box 5616 Secretary of State Montgomery, AL 36103-5616 STATE OF ALABAMA I, Beth Chapman, Secretary of State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that as appears on file and of record in this office, the pages hereto attached, contain a true, accurate, and literal copy of the Merger filed on behalf of Colonial Bank, as received and filed in the Office of the Secretary of State on 10/17/2002. 20120827000008162 Secretary of State In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. 08/27/2012 Date cIL Beth Chapman ARTICLES OF MERGER OF PALM BEACH NATIONAL ++' * PANY A FOREIGN ORPOL,Edi OCT 17 17 2002 OCT 17 2002 COLONIAL BANK, M1 "GOME&)1 ALABAMA, 11 A DOMESTIC pnPnR N SECT? t ARV OF $TA E Pursuant to the provisions of Section 10-2B-11.05, Cbde of Alamo, the undersigned domestic and foreign corporations adopt the following Articles of Merger for the purpose of merging them into one of such corporations: FIRST: The names of the undersigned corporations and the jurisdictions of the laws of which they are respectively organized are: Name of Corporation Jurisdiction RECEIVED Palm Beach National Bank & Trust United States OCT 1 7 zga Company Colonial Bank Montgomery, Alabama SECOND: Alabama law and the laws of the United States permit such merger. THIRD: The name of the surviving corporation is Colonial Bank and it is to be governed by the laws of the State of Alabama. FOURTH: The Agreement and Plan of Merger (the "Agreement"), which is attached as Exhibit A hereto, was approved by the shareholders of each of the undersigned domestic and foreign corporations in the manner prescribed by applicable law. FIFTH: As to each of the undersigned corporations, the number of shares outstanding, and the designation and number of outstanding shares of each class entitled to vote as a class on such Agreement are as follows: SECRETARY OF STATE Entitled to Vote as a Class Number of Shares Designation Number of Nance of Corporation Outstanding of Class Shares Palm Beach National Bank & 1,501,756 Common 1,501,756 Trust Company Colonial Bank 21,750 Common 21,750 SIXTH: As to each of the undersigned corporations, the total number of shares voted for and against such Agreement, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against such Agreement, respectively, are as follows: Number of Shares Name of Corporation Palm Beach National 1,501,756 0 Bank & Trust Company Total Total Voted Voted Against GPM Entitled to Vote as a Class Voted Voted Eoi Against 1,501,756 0 Colonial Bank 21,750 Common 0 Common 21,750 0 SEVENTH: The effective time of this merger shall be 7:01 p.m. Central Time on the date these Articles are filed with the Secretary of State of the State of Alabama. [Signature Page Follows] DATED: J v /S Vol (Corporate Seal) [Signature Page to Articles of Merger] PALM BEACH NATIONAL BANK & TRUST COMPANY STATE OF FLORIDA) COUNTY OF PALM BEACH ) I the undersigned authority, a notary public, do hereby certify that on this /6-- day of atdia, 2002, person' appeared before me Loy Anderson and James E. Anthony, who being by me first duly sworn, declared that they are the President and Secretary of Palm Beach National Bank & Trust Company, Palm Beach, Florida, that they signed the foregoing document as the President and Secretary of the corporation, and that the statements herein contained are true. 11/ CRISTINA HELLO A. Notary Puhiic - State of Florida ray C rnrn scn Expires Jan* 20:14 Commission $ CC2066tI notary Pub of Flg3ida��� County of ,gyp My Commission Expires: / "o? (o" a o o DATED: /0/I10 2. (Corporate SSI) [Signature Page to Articles of Merger] COLONIAL BANK By: Robert E. President wder, By: -. W. Flake Oakley, IV, Chief Financial Officer STATE OF ALABAMA ) COUNTY OF MONTGOMERY ) / , the undersigned authority, a notary public, do hereby certify that on this 1 day of De ��t2iL 2002, personally appeared before me Robert E. Lowder and W. Flake Oakley, IV, who being by me first duly sworn, declared that they are President and Chief Financial Officer Nei Colonial Bank, Montgomery, Alabama, that they signed the foregoing document as President and Chief Financial Officer of the corporation, and that the statements herein contained are true. tOd@ Notary Pub1i , ate clf Alabama County of My Commission Expi s: /%% �Dp� -4- SUPERINTENDENT OF BANKS STATE OF ALABAMA MONTGOMERY, ALABAMA CERTIFICATE OF APPROVAL OF BANK MERGER WHEREAS, satisfactory evidence has been presented to the Superintendent of Banks of the State of Alabama, including certificates of all proceedings, showing that all requisite legal and corporate actions have been taken by Palm Beach National Bank & Trust Company, located at Palm Beach, Florida and Colonial Bank, located at Montgomery, Alabama, in accordance with the Alabama Interstate and International Bank Act of 1995, to merge those two banks in accordance with their Agreement of Merger dated July 30, 2002, the continuing bank to operate under the Articles of Incorporation of Colonial Bank and title of Colonial Bank; said merger is to become effective upon filing of this Certificate of Approval and Articles of Merger with the Secretary of State of Alabama. NOW, THEREFORE, IT IS HEREBY CERTIFIED that the entire proceedings of the merger are approved in all respects on this /74 day of August 2002. IN TESTIMONY WHEREOF, WITNESS my signature and the official seal of the Superintendent of Banks on this /9' day of August 2002. Hobart F. Reed Deputy Superintendent of Banks AGREEMENT OF MERGER between PALM BEACH NATIONAL BANK & TRUST COMPANY and COLONIAL BANK EXHIBIT A This Agreement of Merger is dated as of the 30th day of July, 2002, between PALM BEACH NATIONAL BANK & TRUST COMPANY ("Acquired Bank"), a national bank and wholly-owned subsidiary of PALM BEACH NATIONAL HOLDING COMPANY ("Acquired Corporation"), a Florida corporation with its principal place of business in Palm Beach, Florida, and COLONIAL BANK ("Colonial"), an Alabama state bank and wholly-owned subsidiary of THE COLONIAL BANCGROUP, INC. ("BancGroup"), a Delaware corporation with its principal place of business in Montgomery, Alabama, and provides for the merger of Acquired Bank with and into Colonial ("Merger"). WHEREAS, BancGroup and Acquired Corporation have entered into an agreement dated as of May 28, 2002 ("Merger Agreement"), pursuant to which Acquired Corporation will be merged with and into BancGroup; and WHEREAS, the Merger Agreement contemplates the merger of Acquired Bank with and into Colonial; and WHEREAS, the boards of directors of Acquired Bank and Colonial have approved this Agreement of Merger (the "Agreement") and have authorized the execution hereof; IT IS THEREFORE AGREED, as follows: 1. NAME. The name of the bank resulting from the Merger shall be "Colonial Bank. " 2. MERGER --TERMS AND CONDITIONS. The terms and conditions of the Merger are: (a) Applicable Law. On the Effective Date, as defined in Section 5(h) hereof, Acquired Bank shall be merged with and into Colonial (herein referred to as the "Resulting Bank" whenever reference is made to it as of the time of merger or thereafter). The Merger shall be undertaken pursuant to the provisions of and with the effect provided in the Alabama Banking Code and the National Bank Act, as applicable. The offices and facilities of Acquired Bank and of Colonial shall become the offices and facilities of the Resulting Bank. (b) Corporate Existence. On the Effective Date, the corporate existence of Acquired Bank and of Colonial shall, as provided in the Alabama Banking Code, be merged into and continued in the Resulting Bank, and the Resulting Bank shall be deemed to be the same corporation as Acquired Bank and Colonial. All rights, franchises and interests of Acquired Bank and Colonial, respectively, in and to every type of property (real, personal and mixed) and choses in action shall be transferred to and vested in the Resulting Bank by virtue of the Merger without any deed or other transfer. The Resulting Bank, on the Effective Date, and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations and all other rights -2- and interests as trustee, executor, administrator, transfer agent and registrar of stocks and bonds, guardian of estates, assignee, and receiver and in every other fiduciary capacity and in every agency, and capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by Acquired Bank and Colonial, respectively, on the Effective Date. (c) Liabilities. Except as may be otherwise provided for herein, the Resulting Bank on the Effective Date shall be liable for all liabilities of Acquired Bank and of Colonial and all deposits, debts, liabilities, obligations and contracts of Acquired Bank and of Colonial, respectively, matured and unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Acquired Bank or of Colonial, and such liabilities shall be those of the Resulting Bank and shall not be released or impaired by the Merger; and all rights of creditors and other obligees and all liens on property of either Acquired Bank or Colonial shall be preserved unimpaired. 3. CONVERSION OF SHARES. (a) Conversion of Bank Stock. On the Effective Date, each share of Acquired Bank common stock outstanding shall be canceled. (b) Colonial Stoc$. The shares of common stock of Colonial issued and outstanding immediately before the Effective Date (all of which are held by BancGroup) shall continue to be issued and outstanding shares of the Resulting Bank. -3- 4. ARTICLES OF INCORPORATION AND BYLAWS. On the Effective Date, the articles of incorporation and bylaws of the Resulting Bank shall be the articles of incorporation and bylaws of Colonial as they exist immediately before the Effective Date. 5. ADDITIONAL TERMS OF MERGER. (a) Resulting Bank's Officers and Board. The board of directors and the officers of the Resulting Bank on the Effective Date shall consist of those persons serving in such capacities of Colonial immediately before the Effective Date. (b) Shareholder Approval. This Agreement shall be submitted to the shareholder of Acquired Bank and the shareholder of Colonial as promptly as practicable consistent with the satisfaction of the conditions set forth in the Agreement. (c) Conditions to the Obligations of Colonial and Acquired Bank. The consummation of this Agreement is conditioned on (i) the prior or simultaneous consummation of the merger of BancGroup and Acquired Corporation as contemplated in the Merger Agreement, (ii) notification to or approval of all appropriate regulatory authorities including the expiration of any mandatory waiting periods and (iii) approval of the shareholders of Colonial and Acquired Bank. (d) Termination. This Agreement may be terminated at any time prior to the Effective Date whether before or after action thereon by the shareholders of Acquired Bank and -4- Colonial for any reason stated in Section 13.2 of the Merger Agreement and, in addition, by the mutual consent of the respective boards of directors of Acquired Bank and Colonial. In the event of the termination and abandonment of this Agreement pursuant to the provisions of this Section, the same shall be of no further force or effect and there shall be no liability by reason of this Agreement or the termination thereof on the part of the Acquired Bank or Colonial or their respective directors, officers, employees, agents or stockholders. (e) Further Acts. If, at any time after the Effective Date, the Resulting Bank shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (i) to vest, perfect, confirm or record, in the Resulting Bank, title to and possession of any property or right of Acquired Bank or Colonial, acquired as a result of the Merger, or (ii) otherwise to carry out the purposes of this Agreement, Acquired Bank or Colonial and its officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all acts necessary or proper to vest, perfect or confirm title to, and possession of, such property or rights in the Resulting Bank and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Resulting Bank are fully authorized in the name of Acquired Bank or Colonial, or otherwise, to take any and all such action. (t) Trust Powers. The Resulting Bank shall have trust powers. (g) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which shall -5- constitute collectively one (1) agreement. (h) Closing Date and Effective Date. The "Closing Date" shall occur on such date upon which the Acquired Bank and Colonial may mutually agree as soon as practicable after the conditions precedent to the obligations to consummate under Section 5(c) are satisfied. Subject to the terms of all requirements of law and the conditions specified in this Agreement, the Merger shall become effective on the date of the filing of Articles of Merger with the Secretary of State of the State of Alabama or as otherwise specified in such Articles of Merger (such time being herein called the "Effective Date"). (i) Entire Agreement. This Agreement and the Merger Agreement contain the entire agreement between the parties hereto with respect to the matters described herein. This Agreement may be amended, modified or supplemented only by an instrument in writing executed by the party against which enforcement of the amendment, modification or supplement is sought. In the event there is a conflict between the terms of this Agreement and the Merger Agreement, the provisions of the Merger Agreement shall control. 6- • IN WITNESS WHEREOF, Acquired Bank and Colonial have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed. ATTEST: Al 1kST: SHIRtE N 0. ROBINSON Notary Pubic - Vote of HOMO lAvCortrriosbr Eciss Mr I4 Comrnasian i D1702 064 PALM BEACH NATIONAL BANK & TRUST COMPANY COLONIAL BANK BY: BY: ITS: ITS: [SEAL] -7- When Recorded Return to: Leisa DeSimone Branch Banking and Trust 100 Colonial Bank Blvd Building B — Third Floor Montgomery, AL 36117 State of Flori County of For Recorder's Use IIIIIIIIIIIIIIIIIIIIIIIIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIIIII FILE NUM 200901 OR BK 00677 PG SHARON ROBERTSON, CLERK OF CI OKEECHOBEE COUNTY, FL RECORDED 1)/26/2009 02:50:59 RECORDING FEES 44.01 RECORDED BY M Pit=on Pss 1517 - 1521; (Spas) ASSIGNMENT OF SECURITY INSTRUMENTS AND OTHER LOAN DOCUMENTS KNOW ALL PERSONS BY THESE PRESENTS: That the FEDERAL DEPOSIT INSURANCE CORPORATION, in its capacity as Receiver for Colonial Bank ("Assignor"), by virtue of its appointment by the Alabama Superintendent of Banks for the State of Alabama as receiver to liquidate and distribute the assets of Colonial Bank as set forth in that certain Certificate of Appointment dated August 14, 2009 and filed in the Office of the Judge of Probate of Montgomery County, Alabama on the 17th day of August, 2009 and recorded at Real Property Book 03936, Pages 534-536 (which is attached hereto as Exhibit A), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration received from or on behalf of Branch Banking and Trust Company, a North Carolina banking corporation, ("Assignee"), the receipt of which is hereby acknowledged, does hereby grant, bargain, sell, assign, transfer and set over unto Assignee all of Assignor's rights, title and interests in and to all those certain Mortgages, Security Deeds, Deeds to Secure Debt, Deeds of Trust, Assignments of Rents and Leases, UCC -1 financing statements, judgment liens, and all such other instruments and security agreements securing Loans owned by Colonial Bank and held of record by Colonial Bank or any of its predecessors as of August 14, 2009 in the Public Records of the counties of the State of Florida and all modifications, extensions, amendments and renewals thereto (collectively the "Security Instruments"), however, expressly excluding from the definition of Security Instruments all Mortgages, Security Deeds, Deeds to Secure Debt, Deeds of Trust and such other instruments registered under or by use of Mortgage Electronic Registration Systems, Inc. ("MERS") regardless of Colonial Bank's ownership or beneficial interest therein. Assignor does further grant, bargain, sell, assign, transfer and set over unto Assignee all of Assignor's rights, title and interests in and to the promissory notes, loan documents and all other indebtedness secured by the Security Instruments, as evidenced by related promissory notes, any and all loan agreements, pledges, security agreements and UCC financing statements and all modifications, extensions, amendments and renewals to said documents and instruments together with any and all other loan documents, title policies and casualty insurance policies evidencing, securing or relating to any of the foregoing all of which have been delivered to the Assignee. EXHIBIT 1904- 1517 904- 1517 RCUIT COURT PM For purposes of clarification it is the intent of Assignor to convey to Assignee all interests of Colonial Bank in all Security Instruments existing of record as of August 14, 2009 and held by Assignor as receiver for Colonial Bank. TO HAVE AND TO HOLD the same unto Assignee and its legal representatives, successors and assigns forever. This assignment is made as -is, without recourse, warranty or representation of any nature or kind whatsoever, whether express or implied. IN WITNESS WHEREOF, this Assignment of Security Instruments is executed this the 23rd day of October, 2009, to be deemed effective as of the 14th day of August, 2009. Signed, sealed and delivered in our presence: Print name: Tamara A. Stidham Print n• e: Karen L. Luger' STATE OF ALABAMA ss. COUNTY OF MONTGOMERY FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Colonial Bank. an Alabama banking corporation. By: -1`1-Cd j)14241WCt Printed Name: Teresa Griswold Its: Attorney-in-fact Personally appeared before me, the undersigned authority in and for the said county and state, on this 23rd day of October, 2009, within my jurisdiction, the within named Teresa Griswold, who acknowledged that s/he is Attorney-in-fact of the Federal Deposit Insurance Corporation, and that for and on behalf of the said Federal Deposit Insurance Corporation, as Receiver for Colonial Bank, and as its act and deed s/he executed the above and foregoing instrument, after first having been duly authorized s to do. o•teeztl S gnature of pei<son taking acknnowgment SEAL This Instrument Prepared By: Richard A. Wright, Esq. Jones, Walker, Waechter, Poitevent, Canere & Denegre, L.L.P. Post Office Box 46 Mobile, AL 36601 & ;n Name of acknowledger typed, printed or stamped Notary Public .ly Commission Exokes 08/07/10 My Commission Expires: Bob Riley Govornor RLPY 03936 PAGE 0534 STATE OF ALABAMA STATE BANKING DEPARTMENT STATE OF ALABAMA MONTGOMERY COUNTY John D. Harrison Superintendent 01 Banks I, John D. Harrison, Superintendent of Banks, under my hand and official seal and pursuant to Section 5-8A-24, Code of Alabama, 1975, hereby appoint the Federal Deposit Insurance Corporation, as receiver to liquidate and distribute the assets of Colonial Bank, with its principal place of business being in Montgomery, Montgomery County, Alabama. I further direct that this Certificate of Appointment is to be filed in the Office of the Superintendent of Banks and that a certified copy of this Certificate of Appointment is to be filed in the Office of the Judge of Probate of Montgomery County, Alabama. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the State Banking Department on this the 14th day of August, 2009. 080.105 Harrison S tendcnt of Banks State of Alabama CENTER FOR COMMERCE • 901 ADAMS AVENUE • RD_ 005 4600 • MONTGOMERY, AL 36103-4600 TELEPHONE (334) 242-3452 • FAX (334) 242-3500 OR BUREAU OF LOANS (334) 353.5961 5:Kfrit'bi-[ 4 lgsl)1 C Division of Resolutions and Reccivc•rshipr: Dallas Regional Office 1601 Ilryo Steed IlnII•i. Tran 75201 RLPY 03936 PAGE 0535 Telephone 12111 75.1.001/1 August 14, 2009 John D. Harrison Superintendent of Banks State of Alabama State Banking Department 401 Adams Ave., Suite 680 Montgomery, AL 36104 Subject: Colonial Bank Montgomery, Alabama— In Receivership Acceptance of Appointment as Receiver Dear Sir or Madam: Please be advised that the Federal Deposit Insurance Corporation accepts its appointment as Receiver of the captioned depository institution, in accordance with the Federal Deposit Insurance Act, as amended. Sincerely, FEDERAL DEPOSIT INSURANCE CORPORATION By: Rdbcrt C. • oppe Ttecalvar-In-Ch n res H.OI.b LDCMFIIAccept Appointment as Receiver.doc 04/08 RLPY 03936 PAGE 0536 STATE OF ALABAMA STATE BANKING DEPARTMENT TO WHOM IT MAY CONCERN: I hereby certify that the attached is a true and correct copy of the Superintendent's certificate appointing the Federal Deposit Insurance Corporation as receiver to liquidate and distribute the assets of Colonial Bank, with its principal place of business being in Montgomery, Montgomery County, Alabama. SBD -107 Given under my hand this the In day of August 2009. CV I 11111I.da S. 4. Bres Cr Ge ral Co sel State o - :.ama State Banking Department 1111111111111111111111111 STATE OF ALA MONTGOMERY CO. I CERTIFY THIS INSTRUMENT WAS FILED ON RLPY 03936 PG 06340636 2009 Aug 17 09:6344 REESE MCKINNEYJR. JUDGE OF PR06ATE INDEX REC FEE CERT CASH TOTAL 107133 CENTER FOR COMMERCE • 401 ADAMS AVENUE • P.O. BOX 4000 • MONTGOMERY. AL 301034000 TELEPHONE (334) 242-3452 • FAX (3343 2423500 OR BUREAU OF LOANS (334) 3535901 $5.00 $7.50 $1.00 $13.60 Clerk: SHAUNTE09:64 rl CERTIFIED COPY 1 hereby certify this document was til in Montgomery County, Alabama on1 8 Book \ Page LTV\ 01i Mudge of Probate P1_PY 03952 PAGE 0836 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the FEDERAL DEPOSIT INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, hereafter called the "FDIC", hereby designates the individual(s) of BB&T, set out below (the "Attorney(s)-in-Fact") for the sole purpose of executing the documents outlined below: Jeanne Martin, SVP Manager of AL/GA Loan Administration Laura McKinney, Regional Loan Administration Manager II Gregory E. Beavers, Servicing Manager Pat Padilla, Regional Loan Administration Manager II Lisa Best, Loan Operations Manager Ill Robert Hensley, Consumer Lending Manager II Angela Harper, Senior Vice President Teresa Griswold, Senior Vice President Heidi Gillespie, Senior Vice President WHEREAS, the undersigned has full authority to execute this instrument on behalf of the FDIC under applicable Resolutions of the FDIC's Board of Directors and redelegations thereof. NOW THEREFORE, the FDIC grants to the above-named Attomcy(s)-in-Fact the authority, subject to the limitations herein, as follows: 1. To execute, acknowledge, seal and deliver on behalf of the FDIC as Receiver of Colonial Bank, all instruments of transfer and conveyance, appropriately completed, with all ordinary or necessary endorsements, acknowledgments, affidavits and supporting documents as may be necessary or appropriate to evidence the sale and transfer of any asset of Colonial Bank, including all loans held by Colonial Bank to BB&T, pursuant to that certain Purchase and Assumption Agreement, dated as of August 14, 2009, between FDIC as Receiver of Colonial Bank and BB&T. The form which the Attorneys) -in -Fact shall use for endorsing promissory notes or preparing allonges to promissory notes is as follows: Pay to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for Colonial Bank, Montgomery, Alabama By: Name: Title: Attorney -in -Fact Limited Power of Attorney for BA&T Page I of 3 August, 2009 iIIIII IIIttIiliI9IIII!IIII IIIII IiIII IiIII!IIII IIjII IIII tall F I L-_ EI Irl L_I N 2 r_r t t 9 0 1.1 q Cr . OR BK 00.677 PG L "_ 1 4 SHARON iWl.ERrso , CLERK OF CIRCUIT CDUf 1 DYEECHDEEE COUNTY FL RECORC,Ef? i!?/^6:'^fit, 0 >;i:'+2 PM F'[CORDING FEES 27.00 RECORDED BY !1 f' i non P9s 1`•14 - 17,16; !3cssi RLPY 03952 PAGE 0837 All other documents of assignment, conveyance or transfer shall contain this sentence: "This assignment is made without recourse, representation or warranty,/W4iPlAirlAili B )eidrIFDIC in its corporate capacity or as Receiver." 2. FDIC further grants to each Attorney -in -Fact full power and authority to do and perform all acts necessary to carry into effect the powers granted by this Limited Power of Attorney as fully as FDIC might or could do with the same validity as if all and every such act had been herein particularly stated, expressed and especially provided for. This Limited Power of Attorney shall be effective from August 14, 2009 and shall continue in full force and effect through August 14, 2010, unless otherwise terminated by an official of the FDIC authorized to do so by the Board of Directors ("Revocation"). At such time this Limited Power of Attorney will.be automatically revoked. Any third party may rely upon this document as the named individual(s)' authority to continue to exercise the powers herein granted unless a Revocation has been recorded in the public records of the jurisdiction where this Limited Power of Attorney has been recorded, or unless a third party has received actual notice of a Revocation. IN WITNESS WHEREOF, the FDIC, by its duly authorized officer empowered by appropriate resolution of its Board of Directors, has caused these presents to be subscribed in its name this A day of August, 2009. FEDERAL DEPOSIQT INSURANCE CORPORATION By: c ,1cv&4tee 44?-4114'.Name: Janice S. earn Title: Manager of Customer Service Dallas Regional Office (CORPORATE SEAL) ATTEST: 11.4( /ti C/1 94,t4,4„4.4, ,U i Name: Walter C. Siedentopf Signed, sealed and delivered in the presence of: Witness Name: Title: Attorney L G ShifI L. Wa!%er w tmess Name: TawantaL Brinson Limited Power of Attorney for 138&T Page 2 of 3 August, 2009 RLPY 03952 PAGE 0E30 STATE OF TEXAS COUNTY OF DALLAS On this day of August, 2009, before me, a Notary Public in and for the State of Texas appeared Janice . Hearn, to me personally known, who, being by me first duly sworn did depose that she is Manager of Customer Service, Dallas Regional Office of the Federal Deposit Insurance Corporation (the "Corporation"), in whose name the foregoing Limited Power of Attorney was executed and subscribed, and the said Limited Power of Attorney was executed and subscribed on behalf of the said Corporation by due authority of the Corporation's Board of Directors, and the said Janice S. Hearn, acknowledged the said Limited Power of Attorney to be the free act and deed of said Corporation. UNITED STATES OF AMERICA Notary Public ��,���� My Commission expires: L 7112_ UUITISHA YPAIDAWH 1310TH MYCOMMSS4ON ESPWES Droartu 17, 2012 :. DISTRICT OF COLUMBIA On this 3( day of August, 2009, before me, Notary Public in and for the District of Columbia, personally appeared Walter C. Siedentopf, to me known personally, who being by me first duly sworn did depose that he is an Attorney, of the Federal Deposit Insurance Corporation, at the Corporation in whose name the foregoing Power of Attorney has been subscribed, who further said that the seal affixed to the said Power of Attorney is the corporate seal of the said Federal Deposit insurance Corporation, and that the said Power of Attorney was subscribed on behalf of the said Corporation and its seal thereto affixed by due authority of the Corporation's Board of Directors, and the said Walter C. Siedentopf, acknowledged the said Power of Attorney to be the free act and deed of the said Corporation. 111111111111111 I111111111I11111111 STATE OF ALA.MONTGOMERY CO. 1 CERTIFY THIS INSTRUMENT WAS FILED ON RLPY 03952 PG 0098-06392009 Oct 01 022BPM REESE MCKINNEY JR. JUDGE OF PROBATE INDEX REC FEE CERT VISA TOTAL 109965 55.00 57.50 51.00 513.50 Clerk: SHAUNTE 02:29PM Limited Power of -Attorney for BB&T Notary Public, District of Columbia United States of America SEPTEMBER 14, 20I0 My Commission expires: Ann Late= CERTIFIED COPY I hereby certify this document was filecl in Montgomery County, Alabama on/4/of In Book: Page Judge of Probate I. Page 3 of3 August, 2009 COLONIAL BANK You'll like it here: July 8, 2009 CERTIFIED MAIL RETURN RECEIPT REQUESTED Super Stop Petroleum, Ino. c/o MAQ Group, Inc. Mtn: Ernesto Gonzalez 6221 West Atlantic Blvd. Margate, FL 33063 Re: Colonial Bank loan to Super Stop Petroleum, Inc). dated September 30, 2002, Loan 1100205073900039 — Notice of Default Dear Ernesto Gonzalez; Please be advised that you aro in default under the above -referenced loan, evidenced by the Promissdry Note (the "Note") and the Loan Agreement dated September 30, 2002, having failed to payl the Payment(s) due on the April 30, 2009, May 30, 2009 and June 30, 2009, the Payment Date of the Note; the 2008 property taxes on the real property located at 510 NE Park Street, Okeechobee, FL 34972, Parcel #R 3-15-37-35-0010-001710.0120, Certificate 40003324, Colonial Bank is the owner and holder of the Note. To cure this default you must forward to Colonial Bahk certified funds in the amount of S 42.605.01 (the"Payment(s) Amount") on or before July 23, 2009. The Payment Amount consists of the following: 1. The outstanding principal in the amount of S13t594.03; and 2. Interest at the "Note Rate" of 5.50%, as described in the Note, has accrued from March 30, 2009 the date through which interest was previously paid through and Including June 30, 2009, in the amount of 58,311.92; and 3, Late charges in the amount of S730,26 as required by the Note; and 4. Property taxes for the year 2008 in the amount of $194966.80 for the real property located at 510 NE Park Street, Okeechobee, FL 34972; and Interest will accrue at the "Default Rate" equal to 18.0% per annum from March 30, 2009 if the Payment Amount is not received by Bank. The Payment(s) must be forwarded to Colonial Bank at the following address on or before July 23, 2009: Colonial Bank Attn: Jeff Freeman EXHIBIT 2 N. Temiami'1'rail, Suite 508 Sarasota, FL 34236 • 'Telephone (941) 552-5519 • Fax -(941) 957-6474 --L_- rm1r'- _.. _.._. __r...!_16 _..t ..... 3Z/90'd 42,ZT L81, TV6 XRVB '1VI1'10700 Z6:9T GOf17..-LF:-FInv 2 N Tamiami Trail, Suite 508 Sarasota, FL 34236 Faiiyre to make the payments) and any future payment due on or before the next Payment Date may result in Colonial Bank pursuing any or all of its remedies, including but not limited to, foreclosure by judicial proceeding and sale of the property described in the mortgage (the "Mortgage") securing payment of the Note, a suit on the Note, and a suit on the Guaranties. You should be aware that further legal proceedings will increase the costs and fees incurred by Colonial Bank, for which you will be held responsible according to the terms of the Note and Mortgage. Additionally, the filing of a lawsuit may have an adverse effect on your credit rating. • This letter is being sent by certified mall, return receipt requested, and by regular mail. In accordance with the Fair Debt Collection Practices Act (15 U.S.C. §§1692 et seq.) we are required to state that this document is an attempt to collect a dobt and any information obtained will bo used for that purpose. Please govern yourself accordingly. Sincerely, Colonial Bank Chad Cam Sr. Vice Pres' .s . r. n ♦ ', o u T i 0i. 77,C SI'NDI:R: CON1P1-ETF THIS SECTION I • Complete Items 1, 2. end 3. Atex complete Iitem 4 it Restricted Delivery Is desired. ■ Print your rteme and address on the reveres 1 so that we can return the card to you. i ■ Aleph this Ord to the back of the msllplece, or on the front If space perm`its.. ye j 90 MI4,10 12,01090,/ 1 IWO. 6-/-44s/ Oa/Ma/CZ; �f r� / We3. ileelype fpd McJI O Eoptoee Mall i (,f/oTr� ��. / 3 7 071 I1 Inw�rdMdl d 0.0.D.. Receipt for Mmohemflae / J �w Q Q Foq) l7'Aee lJ ? 70®7 07101 063 0003 32t15 50g 4 COn1PLETE THIS SECTION CN ur'i.iVEF?Y Fr /if 1116111 1 O. to ttallvery eddleae Offered horn kern 1/ • We RYE& enter delivery address below: A No ee livery �' ,�j & kelabe0 700j Q7/0 D D8' ! PS Form 3811, February 2004 oomeeuo Return Receipt ums mal to s o 77,Sn•,7 C17i .).P8 4b� 'TRIM 'iv t Nn9nn GP.:G1 Rnn7-tc-nnv. CITY OF OKEECHOBEE, PETITIONER, RESPONDENT, Super Stop Petroleum. Inc. / CODE ENFORCEMENT BOARD OF THE CITY OF OKEECHOBEE, FLORIDA. CASE NO. 11-069 FILE NUM 2011012228 OR BK 00709 PG 0020 SHARON ROBERTSON, CLERK OF CIRCUIT COURT OKEECHOBEE COUNTY, FLORIDA RECORDED 12/16/2011 09:36:00 AM RECORDING FEES $18.50 RECORDED BY l Shain Pss 0020 - 21; (2pss) LIEN / ORDER THIS CAUSE came before the Code Enforcement Board, City of Okeechobee, for public hearing on October 11 , 20 11 . After due notice to the respondent, the Boardhaving heard evidence on the alleged violation by witnesses or affidavit makes the following findings: A. FINDINGS OF FACT: Lots: — Blk: -- Section: City of Okeechobee (unplatted) Parcel# 3-15-37-35-0010-01710-0120 Property Iocation: 510 NE Park Street, Okeechobee, FL Property owner: Super Stop Petroleum Inc. Property bas been found to have overgrown vegetation and needs cleaning. B. CONCLUSIONS OF LAW: The owner of the property described above has been found in violation of Ch 30 Sec 30-43 Public nuisance and Ch 30 Sec 30-44 General cleaning C. ORDER: The City of Okeechobee Code Enforcement Board has determined you have violated the Code of Ordinances, Ch 30 Sec 30-43 Public nuisance & Chill Sec 30-44 General cleanin z concerning your property, located at 510 NE Park Street. Okeechobee. FL . If you do not connect the violation upon receipt of this notification , or notify the Code Enforcement Officer of the correction, the Board imposes a fine of S 250,00— per day commencing that date and continuing daily until the violation is corrected or the city is notified by you and verifies the correction, which ever first occurs. Further, if you do not correct the violation by said date, a copy of this order as a claim of lien, shall be recorded in the office of the Clerk of Circuit Court, Okeechobee County, Florida, and once recorded, becomes a lien on real and personal property pursuant to Florida Statute 162. You have a right within thirty days, to appeal this finding and order by Writ of Certiorari to the Circuit Court, Okeechobee County, Florida. If you correct the violation prior to the above date, it is your obligation to contact the Code Enforcement Officer to verify such compliance. AGREED AND ORDERED this 111444- day of Q Cf0 , 20 II . CITY OF OKEECHOBEE, Petitioner Super Stop Petroleum Inc. Respondent •/11 NI.' t.' .II.'f ,V/ •C.'11KPAIT An A on City of Okeechobee, Florida ATTEST: PA / Mitt Opt Recording Secretary / STATE EE OF FLORIDA COUNTY OF OKEECHOBEE PERSONALLY appeared before me the undersigned authority, Jamie Gamiotea , Fred Sterling and Sue Christopher , well known to me and known by me to be the Chairperson of the Board, Code Enforcement Officer and Recording Secretary, respectively, of the CITY OF OKEECHOBEE CODE ENFORCEMENT BOARD. SWORN TO AND SUBSCRIBED before me this 19 day of Dda L.J ,20 \ ( . vimi\ eomtv NOTARY PUBLIC My Commission expires: KIM BARNES MY COMMISSION N 00778252 EXPIRES Apr0 25. 2012 007)316-m33 Florkl•Nouryelentsorten r1Cd C 164111L LU: l..11y Ul J c %. UUUCG Code EfilInL:C111Cui. 55 SE 3'd Avenue Okeechobee, FL 34974 (863)357-1971 CITY OF OKEECHOBEE, -vs- PETITIONER, RESPONDENT, Sutler Stop Petroleum, Inc. / CODE ENFORCEMENT BOARD OF THE CITY OF OKEECHOBEE, FLORIDA. CASE NO. 11-069 FILE NUM 2012002400 OR BK 00712 PG 0230 SHARON ROBERTSON, CLERK OF CIRCUIT COURT OKEECHOBEE COUNTY, FLORIDA RECORDED 03/08/2012 01:22:40 PM RECORDING FEES 118.50 RECORDED BY M Pinon LIEN / ORDER Pus 0230 - 2311 (2vus) THIS CAUSE came before the Code Enforcement Board, City of Okeechobee, for public hearing on October 11 , 20 11 . After due notice to the respondent, the Board having heard evidence on the alleged violation by witnesses or affidavit makes the following findings: A. FINDINGS OF FACT: Lots: Blk: Section: City of Okeechobee (unplatted) Parcel# 3-15-37-35-0010-01710-0120 Property location: 510 NE Park Street, Okeechobee, FL Property owner: Super Stop Petroleum Inc. Property has been found to have overgrown vegetation and having been duly declared a public nuisance, has been abated by the City of Okeechobee B. CONCLUSIONS OF LAW: The owner of the property described above has been found in violation of Chapter 30 Section 30-43 Public nuisance and Section 30-44 General Cleaning C. ORDER: The City of Okeechobee Code Enforcement Board has determined you have violated the Code of Ordinances, Ch 30 Sections 30-43 Public Nuisance & 30-44 General Cleaning concerning your property located at 510 NE Park Stree , Okeechobee, Having not remedied the Code of Ordinance violation(s) and after having the matter come before the Code Enforcement Board and having a fine imposition of $250 per day, the City of Okeechobee, after reasonable time and effort was made to seek compliance, abated said violation(s) on February 14, 2012 and is herein now seeking relief from in the cost of the abatement in the amount of: Two Hundred Sixty-eight Dollars and seventy-six cents ($268.761 Further, a copy of this order as a claim of lien, shall be recorded in the office of the Clerk of Circuit Court, Okeechobee County, Florida, and once recorded, becomes a lien on real and personal property pursuant to Florida Statute 162. You have a right within thirty days, to appeal this finding and order by Writ of Certiorari to the Circuit Court, Okeechobee County, Florida. Page 1 of 2 AGREED AND ORDERED this o day of TCtx' J. , 20 12 . CITY OF OKEECHOBEE, Petitioner Super Stop Petroleum Inc. Respondent CODE ENFORCEMENT BOARD City of Okeechobee, Florida Enf. cement Officer A I'i'hST: (* Recording Secretary STATE OF FLORIDA COUNTY OF OKEECHOBEE PERSONALLY appeared before me the undersigned authority, Jamie Gamiotea , Fred Sterling and Sue Christopher , well known to me and known by me to be the Chairperson of the Board, Code Enforcement Officer and Recording Secretary, respectively, of the CITY OF OKEECHOBEE CODE ENFORCEMENT BOARD. gill SWORN TO AND SUBSCRIBED before me thisday of "faith ,20 /2. ;TC t� NOTARY Y PUBLIC My Commission expires: DIARY PL1ILI TATE er PLE/REDA Mellor M. Jahner Commltdon IDD908SD9085 03 Rohs: MAR. 09, 2013 711f1 MAIM I MO MEM Please return to: City of Okeechobee Code Enforcement 55 SE 3r Avenue Okeechobee, FL 34974 (863) 357-•1971 Page 2 of 2