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Mortgage, Assignment of Rents, Security Agreement and Fixture Filing MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING MADE BY NARCOOSSEE SLP LLC, as Mortgagor to CENTURY BANK, as Mortgagee ___________________________ Dated as of: June 29, 2020 PREPARED BY AND UPON RECORDATION RETURN TO: Reed Smith LLP 2850 N. Harwood, Suite 1500 Dallas, Texas 75201 Attention: Alfred G. Kyle, Esq. US_ACTIVE-153319183 TABLE OF CONTENTS Page 1. GRANT AND SECURED OBLIGATIONS. ................................................................. 1 1.1 Grant ...................................................................................................................... 1 1.2 Secured Obligations ............................................................................................... 3 2. ASSIGNMENT OF RENTS. ........................................................................................... 4 2.1 Assignment ............................................................................................................ 4 2.2 Grant of License ..................................................................................................... 4 2.3 Collection and Application of Rents ...................................................................... 4 2.4 Mortgagee Not Responsible ................................................................................... 4 2.5 Leasing ................................................................................................................... 5 3. GRANT OF SECURITY INTEREST. ........................................................................... 5 3.1 Security Agreement ............................................................................................... 5 3.2 Financing Statements ............................................................................................. 5 4. FIXTURE FILING. ......................................................................................................... 6 5. RIGHTS AND DUTIES OF THE PARTIES. ............................................................... 6 5.1 Representations and Warranties ............................................................................. 6 5.2 Taxes, and Assessments ......................................................................................... 6 5.3 Performance of Secured Obligations ..................................................................... 6 5.4 Liens, Charges and Encumbrances ........................................................................ 6 5.5 Damages and Insurance and Condemnation Proceeds ........................................... 6 5.6 Maintenance and Preservation of Property ............................................................ 6 5.7 Releases, Extensions, Modifications and Additional Security .............................. 7 5.8 Release ................................................................................................................... 8 5.9 Compensation, Exculpation, Indemnification ........................................................ 8 5.10 Defense and Notice of Claims and Actions ......................................................... 10 5.11 Subrogation .......................................................................................................... 10 5.12 Site Visits, Observation and Testing .................................................................... 10 5.13 Notice of Change ................................................................................................. 10 6. ACCELERATING TRANSFERS, DEFAULT AND REMEDIES. .......................... 11 6.1 Accelerating Transfers ......................................................................................... 11 6.2 Events of Default ................................................................................................. 11 6.3 Remedies .............................................................................................................. 11 6.4 Credit Bids ........................................................................................................... 14 6.5 Application of Foreclosure Sale Proceeds ........................................................... 14 6.6 Application of Rents and Other Sums ................................................................. 15 7. MISCELLANEOUS PROVISIONS............................................................................. 15 7.1 Additional Provisions........................................................................................... 15 7.2 No Waiver or Cure ............................................................................................... 15 7.3 Powers of Mortgagee ........................................................................................... 16 -i- TABLE OF CONTENTS (continued) Page 7.4 Merger .................................................................................................................. 17 7.5 Joint and Several Liability ................................................................................... 17 7.6 Applicable Law .................................................................................................... 17 7.7 Successors in Interest ........................................................................................... 17 7.8 Interpretation ........................................................................................................ 17 7.9 Waiver of Statutory Rights .................................................................................. 17 7.10 Severability .......................................................................................................... 18 7.11 Notices ................................................................................................................. 18 7.12 Future Advances .................................................................................................. 19 7.13 Mortgagee’s Lien for Service Charge and Expenses ........................................... 19 7.14 WAIVER OF TRIAL BY JURY ......................................................................... 20 7.15 Inconsistencies ..................................................................................................... 20 7.16 UCC Financing Statements .................................................................................. 20 7.17 Controlling Agreement ........................................................................................ 20 -ii- MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING Project Commonly Known As “Benton House of Narcoossee” THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of June 29, 2020, by NARCOOSSEE SLP LLC, a Georgia limited liability company (“Mortgagor”), whose address is 11175 Cicero Drive, Suite 500, Alpharetta, Georgia, 30022, in favor of CENTURY BANK, a state chartered bank, its successors and assigns (“Mortgagee”), whose address is PO Box 1507, Santa Fe, New Mexico 87504. 1. Grant and Secured Obligations. 1.1 Grant. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2 below, Mortgagor hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages and warrants, upon the statutory mortgage condition, to Mortgagee, with right of entry and possession, all estate, right, title and interest which Mortgagor now has or may later acquire in and to the following property, subject to the permitted exceptions listed on Exhibit B attached hereto (collectively, the “Permitted Exceptions”) and made a part hereof for all purposes (all or any part of such property, or any interest in all or any part of it, as the context may require, the “Property”): (a) all of Mortgagor’s right, title and interest in and to the real estate situated in Osceola County, Florida, which real estate is more particularly described in Exhibit A attached hereto and made a part hereof for all purposes the same as if set forth herein verbatim, together with all right, title and interest of Mortgagor in and to (i) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property or the Improvements (as hereinafter defined); (ii) any strips or gores between the real property and abutting or adjacent properties; and (iii) all water and water rights, timber, crops and mineral interests pertaining to the real property (such real estate and other rights, titles and interests being hereinafter sometimes called the “Land”); (b) all of Mortgagor’s right, title and interest in all buildings, structures and other improvements (such buildings, structures and other improvements being hereinafter sometimes called the “Improvements”) now or hereafter situated on the Land; (c) all fixtures, equipment, systems, machinery, furniture, furnishings, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, now owned or hereafter acquired by Mortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the MORTGAGE Page 1 US_ACTIVE-153319183 Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals
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