Attached files
| file | filename |
|---|---|
| 8-K - FLORIDA GAMING CORP | v190172_8k.htm |
| EX-10.31 - FLORIDA GAMING CORP | v190172_ex10-31.htm |
THIS
INSTRUMENT PREPARED BY:
MICHAEL
L. DALE, ESQ.
Attorney-at-Law
2616 SE
Willoughby Blvd.
Stuart,
Florida 34994
(772)
286-2323
MORTGAGE
THIS
MORTGAGE is made this 1st day of July, 2010, between the Mortgagor, FLORIDA GAMING CORPORATION, a Delaware Corporation, (hereinafter referred to
as the "Mortgagor") with an address of P. O. Box 3500 NW 37th Avenue, Miami, FL
33142, and the Mortgagee, H2C, INC., a Delaware Corporation, its successors or
assigns (hereinafter referred to as the "Mortgagee"), with an address in care of
Robert L. Hurd of 7 Partridge Run, Warren, NJ 07059.
WHEREAS,
Mortgagor is indebted to Mortgagee in the principal sum of FIFTY THOUSAND XX/100
($50,000.00) DOLLARS plus interest, which indebtedness is evidenced by
Mortgagor's Promissory Note to Mortgagee for such amount of an even date
herewith, (hereinafter referred to as the "Note") which Note provides for annual
installments of interest only, with the balance of the indebtedness due and
payable on or before the 31st day of December, 2010.
IN
CONSIDERATION OF AND TO SECURE the Mortgage and the repayment of the
indebtedness evidenced by the Note, with interest thereon, the payment of all
other sums due, with interest, advanced in accordance herewith to protect the
security of this Mortgage, and the performance of the covenants and agreements
of Mortgagor herein contained, Mortgagor does hereby mortgage, grant and convey
to Mortgagee the following described property located in the County of St.
Lucie, State of Florida (hereafter referred to as the "Property"):
SEE
EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
Parcel
Identification Number: 2313-323-0000-000-9
Together
with all singular the tenements, hereditaments and appurtenances thereunto
belonging or in any way appertaining, and all the estate, title, interest,
property, claim and demand whatsoever of, in and to the same and of, in and to
every part and parcel thereof; and together with all agricultural land
horticultural and fruit crops, now planted and/or growing, and hereafter
planted, grown or raised, on the above-described land, and also all buildings,
structures, additions and improvements, now or at any time hereafter erected on
the Property, together with and including all of the equipment, heating and air
conditioning plant, lighting plant, and all plumbing equipment, toilets, basins,
lighting fixtures, and other appliances and apparatus now or hereafter located
in the building upon said land, and all other machinery, appliances and
apparatus now or hereafter placed on said premises, either in renewal or
replacement of fixtures, appliances and appurtenances originally installed on
said premises; and all easements, rights-of-way, alleys, passages, sewer rights,
water rights and powers, riparian and littoral rights, all estate, rights,
titles, interest, privileges and liberties of any nature whatsoever, in any way
belonging, reflecting or pertaining to the Property; and all furniture,
furnishings, fixtures and articles of personal property now or at any time
hereafter attached to or used in any way in connection with the use and
occupation of the Property, and all leases and contracts for sale now and
hereinafter entered into involving the Property and all right, title and
interest of Mortgagor thereunder (including, without Limitation, cash or
securities deposited thereunder to secure performance by the lessees or contract
vendees of their obligations); and all other property or rights of Mortgagor of
any kind or character related to the Property and all proceeds and products of
any of the foregoing, whether now or hereafter existing or
acquired.
TO HAVE
AND TO HOLD, all and singular the said Property hereby conveyed, mortgaged,
pledged, assigned or granted by the Mortgagor, or intended so to be, unto the
Mortgagee, in fee simple.
And the
Mortgagor covenants with the Mortgagee that the Mortgagor has full power and
lawful right to convey said mortgaged Property as aforesaid; that it shall be
lawful for the Mortgagor at all times peaceably and quietly to enter upon, hold
occupancy and enjoy said mortgaged Property; and that Mortgagor hereby fully
warrants and covenants to defend the title to the property against all claims
and demands of all persons whosoever.
Page
1
PROVIDED,
ALWAYS, that if the Mortgagor shall fully pay unto the Mortgagee the
indebtedness of the Note, a copy of which is attached hereto as Exhibit "A", and
any renewals or extensions thereof and shall perform, comply with and abide by
each and every of the stipulations, agreements, conditions and covenants of said
Note and of this Mortgage, then this Mortgage and the estate hereby created
shall cease and be null and void, and this Mortgage shall be
released.
1. The
Mortgagor hereby warrants, covenants and agrees:
A. To pay
or cause to be paid all and singular the principal and interest and other sums
of money evidenced by the Note and secured by this Mortgage promptly on the days
respectively the same severally became due.
B. To pay
all and singular the taxes, assessments, levies, liabilities, obligations and
encumbrances of every nature, and kind on said described Property each and ever,
when due a payable, according to law, before they became delinquent and before
any interest attaches or penalty is incurred, and if the same be not promptly
paid, the Mortgagee may at any time pay the same without waiving or affecting
the option to foreclose or any other right hereunder; and every payment so made
shall be due from the Mortgagor on demand and shall bear interest from the date
of payment at the maximum rate of interest allowable by law, and all said costs,
charges and expenses so incurred or paid, together with interest, shall be
secured by the lien of this Mortgage. Mortgagor agrees to comply with any
covenants, conditions, stipulations, easements, and reservations, or record
which shall include, but not be limited to, the payment of all taxes,
assessments and/or levies, regular or special, and if the same be not promptly
paid, the Mortgagee may at any time pay same without waiving or affecting the
option to foreclose or any right hereunder pay the same, and every payment so
made shall be due from the Mortgagor on demand and shall bear interest from the
date of payment at the maximum rate of interest allowable by law and shall be
secured by the lien of this Mortgage.
C. To pay
all and singular the costs, charges and expenses, including attorney's fees and
abstracting costs, reasonably incurred or paid at any time by the Mortgagee
because of the failure on the part of the Mortgagor to perform, comply with and
abide by each and every of the stipulations, agreements, conditions and
covenants of said Note and this Mortgage, or either, and to pay such reasonable
attorney's fees, costs and expenses as may be incurred by Mortgagee in
connection with any proceeding or proposal for acquisition for public use by of
all or any part of the Property encumbered by this Mortgage by condemnation or
otherwise, and every such payment shall be due from the Mortgagor on demand and
shall bear interest from the date of payment at the maximum rate of interest
allowable by law, and all said costs, charges and expenses do incurred or paid,
together with interest, shall be secured by the lien of this
Mortgage.
D. To
keep the mortgaged Property and improvements now or hereafter on said land
insured against loss by fire, windstorm and such other casualties as may be
required by Mortgagee, in amounts and in a company or companies satisfactory to
the Mortgagee, however in no event less than the highest insurable value and the
policy or policies shall name the Mortgagee as co-insured. In the event any sum
of money becomes payable under such policy of policies, the Mortgagee shall
permit the Mortgagor to receive and use it or any part hereof for restorations,
without thereby waiving or impairing any equity, lien or right under or by
virtue of this deed, and the Mortgagee may place and pay for such insurance or
any part thereof without waiving or affecting the option to foreclose, or any
right hereunder, and each and every such payment shall be due from the Mortgagor
on demand and shall bear interest from the date of payment at the maximum rate
of interest allowable by law, and any expenses so incurred or paid, together
with interest, shall be secured by the lien of this Mortgage. Said policy or
policies shall provide that they may not be cancelled without providing thirty
(30) days prior written notice of cancellation to Mortgagee.
E. To
keep and maintain the mortgaged Property at all times in good order and repair,
including but not limited to the making of such repairs as Mortgagee may from
time to time determine to be necessary for the preservation of the mortgaged
Property. Mortgagor and shall not permit, commit or suffer no waste, impairment
or deterioration of said Property or any part thereof. Mortgagee or its agent
shall have the right to inspect the mortgaged Property and make reasonable
entries upon and inspections of the Property. Mortgagee shall give Mortgagor
reasonable notice at the time of or prior to an inspection specifying reasonable
causes for the inspection. If Mortgagor fails to keep the mortgaged Property in
good repair, or shall commit or permit waste then Mortgagee is authorized at any
time, without notice, at its option, to enter upon and take possession of the
mortgaged Property or any part thereof and make or pay for any such repairs and
take such steps as deemed advisable to prevent or cure such waste and to protect
the value of the Property and the Mortgagee's rights in the Property. Any
amounts disbursed by the Mortgagee under this paragraph shall become additional
debt of the Borrower secured by this instrument.
Page
2
F. To
perform, comply with and abide by each and every of the stipulations,
agreements, conditions, and covenants in said Note and in this Mortgage set
forth.
G. That
in order to accelerate the maturity of the indebtedness hereby secured, because
of the failure of the Mortgagor to pay any tax, assessment, liability,
obligation or encumbrance upon said Property, as herein provided, it shall not
be necessary nor requisite that the Mortgagee shall first pay the
same.
2. Any
default by Mortgagor under the Note secured hereby shall, at the option of the
holders of such Note be deemed a default under such Note and under this
Mortgage. Any default by the Mortgagor on any superior or inferior Mortgages,
liens or encumbrances on the property shall, at the option of the Mortgagee be
deemed a default under the Note and this Mortgage.
3. The
lien hereof shall extend to and include the use, rents and profits of said
mortgaged Property, however the Mortgagor shall have the right to remain in
possession, enjoy the use, and receive the rents and profits thereof, without
account to the Mortgagee therefore, so long as there shall be no default
hereunder, provided that in the event of any such default hereunder the
Mortgagee shall be entitled to the possession and use of said mortgage property,
and to receive and apply the net rents and profits thereof, upon and toward the
payment of the indebtedness hereby secured. Mortgagor agrees that it will duly
perform and observe all of the terms and provisions on the landlord's part to be
performed and observed under any and all leases of the Property and that it will
refrain from any action or inaction which would result in the termination by the
tenants thereunder of any such leases or in the diminution of the value thereof
or of the rents, issues, profits and revenues thereunder. Nothing herein
contained shall be deemed to obligate Mortgagee to perform or discharge any
obligation, duty or liability of landlord under any lease of the Property, and
Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless
from any and all liability, loss or damage which Mortgagee may or might incur
under any lease of the Property or by reason of the Assignment; and any and all
such liability, loss or damage incurred by Mortgagee, together with the costs
and expenses, including reasonable attorneys' fees, incurred by Mortgagee in the
defense of any claims or demands therefor (whether successful or not), shall be
so much additional indebtedness hereby secured, and Mortgagor shall reimburse
Mortgagee therefor on demand, together with interest at the highest legal rate
permitted under applicable law, until paid.
Mortgagor
shall not lease or sublease any portion of the Property without the prior
written consent of Mortgagee, nor will Mortgagor permit or enter into any
sublease, assignment, modification, amendment or termination of any prior
approved lease or sublease without the prior written consent of
Mortgagee.
4.
Mortgagor shall pay to Mortgagee, at Mortgagee's option, together with and in
addition to the monthly payments of principal and interest provided for in the
Note, one-twelfth (1/12) of the estimated annual real estate taxes (including
other charges against the Property by governmental or quasi-governmental bodies
but excluding special assessments which are to be paid as the same become due
and payable) and one-twelfth (1/12) of the annual premiums on insurance required
herein to be held by Mortgagee and used to pay said taxes and insurance premiums
when same shall fall due; provided that upon the occurrence of a default
Mortgagee may apply such funds as Mortgagee shall deem appropriate. If at the
time that payments are to be made, the funds set aside for payment of either
taxes or insurance premiums are insufficient, Mortgagor shall upon demand pay
such additional sums as Mortgagee shall determine to be necessary to cover the
required payment. Mortgagee need not segregate such funds. No interest shall be
payable to Mortgagor upon any such payments.
5. The
lien of this Mortgage secures and shall continue to secure payment of the
indebtedness or indebtednesses to Mortgagee, however evidenced, whether by said
Note or any renewal or extension thereof or substitute therefore, or otherwise,
until all such indebtednesses have been fully paid.
6. If any
action, or proceeding, shall be commenced by any person other than the holders
of this Mortgage (except an action to foreclose this Mortgage, or to collect the
debt secured thereby) to which action, or proceeding, the holders of this
Mortgage is made a party, or in which it shall become necessary to defend, or
uphold, the lien of this Mortgage, all sums paid by the holders of this Mortgage
for the expenses of any litigation to prosecute, or defend the rights and liens
created by this Mortgage (including reasonable attorney's fees), shall be paid
by Mortgagor on demand, together with interest thereon, at the maximum rate of
interest allowable by law, and any such sum together with the interest thereon,
shall be secured by the lien of this Mortgage.
7. All
remedies provided in the Mortgage are distinct and cumulative to any other right
or remedy under this Mortgage or afforded by law or equity, and may be exercised
concurrently, independently or successively.
Page
3
8. In the
event Mortgagor directly or indirectly sells, conveys, transfers, disposes of,
or further encumbers all or any part of the Property or any interest therein, or
in the event any ownership interest in Mortgagor is directly or indirectly
transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor
agrees so to do (which shall be deemed to include any stock transfer, any
transfer of a general partnership interest or ownership in a limited liability
company or any transfer of any beneficial interest in the Mortgagor involving a
majority of such interest), in any case without the written consent of Mortgagee
being first obtained (which consent Mortgagee may withhold in its sole and
absolute discretion), then, at the sole option of Mortgagee, a default shall be
deemed to exist hereunder and Mortgagee may declare all the sums secured by this
Mortgage to be immediately due and payable. Without limiting the generality of
the foregoing, a merger, consolidation, reorganization, entity conversion or
other restructuring or transfer by operation of law, whereunder the Mortgagor
or, in the case of an ownership interest, the holder of an ownership interest in
Mortgagor, is not the surviving entity as such entity exists on the date hereof,
shall be deemed to be a transfer of the Property or of an ownership interest in
Mortgagor. Consent as to any one transaction shall not be deemed to be a waiver
of the right to require consent to future or successive transactions. No sale or
other conveyance of the Property hereby mortgaged, no forbearance on the part of
the Mortgagee and no extension of the time for the payment of the debt hereby
secured given by the Mortgagee shall operate to release, discharge, modify,
change or affect the original liability of the Mortgagor herein, either in whole
or in part, and shall not be a waiver of Mortgagee's right to accelerate the
aggregate sum secured by the Mortgage.
Notwithstanding
the foregoing, and provided no default has occurred, transfers of ownership
interests in Mortgagor may be made for estate planning purposes by present
holders thereof (as comprised on the date hereof) to family members (for
purposes hereof being limited to a spouse, children and grandchildren), or to
entities controlled by such family members or trusts for their benefit, and any
such transfers shall not be subject to any transfer fees. Mortgagee shall be
notified in advance of all such transfers.
In all
events, Mortgagor shall pay, or reimburse Mortgagee for, all costs and expenses
associated with any proposed transfer of the Property or interests in Mortgagor,
whether or not consummated.
9. In the
event any person, partnership, corporation or other entity owning an interest in
the Property is adjudicated as bankrupt, or insolvent, or shall make an
assignment for the benefit of creditors, or shall take, or receive, the benefit
of any act for reorganization, or if a receiver should be appointed for such
owner, Mortgagee may, at their option, declare the principal balance of the Note
hereby secured and then outstanding to be due and payable immediately; and upon
such declaration, the said principal so declared to be due and payable, together
with the interest accrued thereon and together with any other sums secured
hereby shall become due and payable immediately, anything in this Mortgage or in
said Note to the contrary notwithstanding. In the event a petition under United
States Bankruptcy Code is filed by or against the Mortgagor and\or the Property
which is not dismissed within 60 days, the Mortgagor hereby consents to and
shall stipulate to any action by the Mortgagee to obtain relief from any
automatic stay and/or injunction in effect so that Mortgagee can proceed with a
foreclosure action in a Florida court with respect to the Property.
10. In
any action to foreclose this Mortgage, or upon the actual or threatened waste to
any part of the Premises, Mortgagee shall have the right to apply without notice
for the appointment of a receiver of the Premises and the rents and profits
thereof, and Mortgagee shall be entitled to the appointment of such a receiver
as a matter of right, without consideration of the value of the Premises as
security for the amounts due Mortgagee or the solvency of any person liable for
the payment of such amounts. To the extent permitted by law, Mortgagor hereby
waives any right to object to the appointment of a receiver and expressly
consents that such appointment shall be made as an admitted equity and as a
matter of absolute right to Mortgagee.
11. Any
waiver of any payment under the Note or this Mortgage or forbearance in
exercising any other right or remedy hereunder, or otherwise afforded by
applicable law, at any time, shall not any other time, be taken to be a waiver
of the terms of the Note or this Mortgage or be a waiver of or preclude the
payments upon said indebtedness shall not constitute a waiver of the option of
the Mortgagee to accelerate the indebtedness as provided for
herein.
12. The
whole of the principal sum secured hereunder and interest accrued thereon shall
become due without notice, the Mortgagee may declare the entire principal amount
of the Note then unpaid and the interest accrued thereon to be due and payable
immediately, and upon such declaration such principal and interest shall
forthwith become and be due and payable, together with any prepayment fees that
may be due and payable in full as fully and completely as if the said aggregate
sum of said indebtedness was originally stipulated to be paid in full on such
date, anything in the Note and this Mortgage to the contrary notwithstanding,
upon the happening of any one of the following events of default:
Page
4
A.
Failure by Mortgagor to pay any installment of principal, interest or any other
payment required to be made under the note and this Mortgage, which default
continued for a period of fifteen (15) days from the date same is
due;
B.
Failure by Mortgagor to duly keep, perform and observe any other terms,
conditions or covenants of the Note, this Mortgage, or any other instrument
securing the Note or any other instrument securing collateral to the Note or
executed in connection with this loan transaction.
C. If
Mortgagor or any endorser or guarantor of the Note shall file a voluntary
petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall
file any petition or answer seeking similar relief.
D. If a
default shall have occurred with respect to any other mortgage encumbering the
mortgaged property, or if foreclosure or other proceedings to enforce a lien
should be instituted with respect to any lien of any kind upon the mortgaged
property.
E. If
Mortgagor admits in writing its inability to pay its debts, generally they
become due.
F. If
Mortgagor makes assignment for the benefit of its creditors or
G. If
Mortgagor consents to the appointment of a receiver of itself or to hold or any
substantial part of its property.
H. If any
individual guarantor of the mortgage note dies or
J. If any
individual guarantor of any of the obligations secured by this mortgage, shall
die unless within sixty (60) days thereafter, substitute guarantor satisfactory
to mortgagee shall become liable to mortgagee by executing guaranty
agreement
13.
Mortgagor agrees to provide Mortgagee with evidence of payment of real estate
taxes prior to the time same become delinquent.
14.
Mortgagor agrees to provide Mortgagee with evidence of payment of insurance
premiums as same become due.
15.
Mortgagor to the best of their knowledge expressly represents to Mortgagee that
the Premises has not in the past been used, is not presently being used, and
will not in the future be used for the handling, storage, transportation or
disposal of hazardous or toxic materials. Mortgagor agrees to indemnify, defend
and hold Mortgagee harmless from and against any loss to Mortgagee (including
without limitation any attorney's fees incurred at all trial and appellate
levels) incurred by Mortgagee as a result of such past, present or intended
future use, handling, storage, transportation or disposal of hazardous or toxic
materials on the Premises then it shall be deemed a default of Mortgagor's
obligations hereunder, all indebtedness to Mortgagee secured by this Mortgage
shall thereupon or thereafter, at the option of Mortgagee, become immediately
due and payable as fully stipulated to be paid on such day anything in the Note
or herein to the contrary notwithstanding.
16.
Should the Mortgagor fail to make payment of any taxes, assessments or public
charges before they become delinquent, or before any interest or penalty shall
attach, or of any insurance premiums or other charges payable by the Mortgagor,
or should the Mortgagor fail to make payment of any principal or interest
secured by any mortgage or lien prior to the lien of this Mortgage before the
same become delinquent, then the Mortgagee may make payments of the same, and
also may redeem said premises from tax sale without any obligation to inquire
into the validity of such taxes, assessments and tax sales (the receipts of the
proper officers being conclusive evidence of the validity and amount thereof).
In case of such payments by the Mortgagee, the Mortgagor agrees to reimburse the
Mortgagee on demand, and the amounts so paid, with interest thereon at the
maximum rate per annum allowable by law shall be added to and become part of the
debt secured by these presents without waiver of any right arising from breach
of any of the covenants, and for such payments, with interest as aforesaid, the
premises hereinbefore described, as well as the Mortgagor, shall be bound to the
same extent that they are bound for the payment of the Note herein
described.
Page
5
17.
Should the Mortgagee at any time request in writing that the Mortgagor confirms
the amount of the indebtedness for principal and interest secured by this
Mortgage and the validity of the lien hereof, the Mortgagor covenants and agrees
to give such written request, or within said period of time to advise the
Mortgagee in writing of any dispute as to the amount of the indebtedness secured
thereby or the validity of the Mortgage, or the lien thereof.
18.
Without affecting the liability of the Mortgagor or any other person (except any
person expressly released in writing) for payment of any indebtedness secured
hereby of for performance of any obligation contained herein, and without
affecting the rights of the Mortgagee with respect to any security not expressly
released in writing, the Mortgagee may, at any time and from time to time,
either before or after the maturity of said Note and without notice and
consent:
A.
Release any person liable for payment of all or any part of the indebtedness or
for performance of any obligation.
B. Make
any agreement extending the time or otherwise, altering the terms of payment of
all or part of the indebtedness or modifying or waiving any obligation or
subordinating, modifying or otherwise dealing with the loan or charge
hereof.
C.
Exercise or refrain from exercise or waive any right the Mortgagee may
have.
D. Accept
additional security of any kind.
E.
Release or otherwise deal with any property, real or personal, securing the
indebtedness, including all or any part of the property mortgaged
hereby.
19. It is
agreed that if any of the property herein mortgaged is of a nature so that a
security interest can be perfected under the Uniform Commercial Code, this
instrument shall constitute a security agreement and Mortgagor agrees to join
with Mortgagee in the execution of any financing statements and to execute any
other instruments that may be required for the perfection of such security
interest under the Uniform Commercial Code. A satisfaction of mortgage, when
recorded, shall constitute a satisfaction of any financing statement filed in
connection with this instrument, or renewal thereof.
20. That
in the event that the Note is placed in the hands of an attorney for collection,
or in case the Mortgagee shall become a party either as plaintiff or as
defendant in any suit or legal proceeding in relation to the Property described
or the lien created herein, or for the recovery or protection of said
indebtedness, the Mortgagor will repay on demand all costs and expenses arising
therefrom, including reasonable attorney's fees, with interest thereon at the
maximum rate allowable by law until paid, all of which sums, if unpaid, shall be
added to and become a part of the debt secured by these presents.
21. It is
agreed that this Mortgage shall secure any future advances made by the Mortgagee
to the Mortgagor (at Mortgagee's sole discretion) at any time within twenty (20)
years from the date hereof and before full payment of this Mortgage and the
Note, make further advances to Mortgagor, and any such further advances, with
interest, shall be secured by this Mortgage and shall be evidenced by an
additional Note then unpaid, and the total amount of indebtedness that may be
secured by this Mortgage may increase or decrease from time to time, but the
total unpaid balance so secured shall not exceed twice the original principal
amount of the Loan, together with interest thereon and any and all disbursements
made by Mortgagee for the payment of taxes, levies, or insurance on the Property
with interest on such disbursements at the rate specified herein, and for
reasonable attorney's fees and court costs incurred in the collection of any or
all of such sums or monies.
22. This
Mortgage and the Note secured hereby shall be construed according to the laws of
the State of Florida. The venue of any litigation arising out of this Mortgage,
including appellate proceedings, shall be St. Lucie County,
Florida.
23. The
terms "Mortgagor" and "Mortgagee" whenever used in this instrument shall include
the heirs, personal representatives, successors and permitted assigns of the
respective parties hereto. Whenever used the singular number shall include the
plural and the plural the singular, and the use of any gender shall include all
genders.
Page
6
24. 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 (if a 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 partnership) or
trust agreement or other document pursuant to which Mortgagor was created and
exists.
25. In
addition to the terms of this Mortgage, Mortgagor agrees to be bound by the
terms, covenants and conditions contained in the Note and any Mortgage Rider
Addendums attached thereto and made a part hereof which rider or addendum, if
any, is incorporated herein as if set forth at length.
26. AS A
MATERIAL FACTOR IN INDUCING MORTGAGEE TO MAKE THE LOAN EVIDENCED BY THE MORTGAGE
NOTE AND IN ASSUMING THE OBLIGATIONS CONTAINED IN THE MORTGAGE, THE PROMISSORY
NOTE, THE SECURITY DOCUMENTS AND OTHER LOAN INSTRUMENTS, MORTGAGOR AND ANY
GUARANTOR, FOR THEMSELVES AND ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
AGREE THAT ANY LITIGATION ARISING OUT OF THIS MORTGAGE OR INSTITUTED BY ANY
PARTY IN INTEREST TO ENFORCE ANY OF THE TERMS OF THIS MORTGAGE, THE PROMISSORY
NOTE, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN INSTRUMENTS, SHALL BE
TRIED WITHOUT JURY, AND NO JURY TRIAL SHALL BE SOUGHT OR MAINTAINED BY
MORTGAGOR, GUARANTOR, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON,
OR ARISING OUT OF, THE LOAN EVIDENCE BY THE PROMISSORY NOTE, THIS MORTGAGE, THE
SECURITY DOCUMENTS AND LOAN DOCUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE
RELATIONSHIP AMONG MORTGAGEE, MORTGAGOR AND GUARANTOR, IF ANY.
IN
WITNESS WHEREOF, the parties have set their hands and seals the day and year
first above written.
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Signed,
Sealed and Delivered
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FLORIDA
GAMING CORPORATION, a
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in
the Presence of:
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Delaware
Corporation
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By
:
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WITNESS
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W.
BENNETT COLLETT, JR. Chief
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Operating
Officer
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WITNESS
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STATE
OF
COUNTY
OF
I HEREBY
CERTIFY that on this day, before me, an officer dully authorized in the State
and County
aforesaid to take acknowledgments, personally appeared W. BENNETT COLLETT, JR.,
Chief Operating
Officer of Florida Gaming Corporation, a Delaware corporation on behalf of said
corporation, to me
personally known to be the person described herein or has produced
______________________________________________________
as identification and who executed the foregoing instrument
and acknowledged before me that he executed the same for the purposes therein
expressed.
WITNESSED
my hand and official seal in the County and State last aforesaid this _____ day
of June,
2010.
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NOTARY
PUBLIC:
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Sign
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Print
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State
of _____________________ at Large (Seal)
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My
commission
expires:
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Page
7
EXHIBIT
A
LEGAL
DESCRIPTION
The East
1288.08 feet of the West 1313.08 feet of the South one half (1/2) of the
Northwest one quarter (1/4) of the Southwest one quarter (1/4) of Section 13,
Township 35 South, Range 39 East, Public Records of St. Lucie County, Florida,
less and excepting there from the South 40.00 feet for Graham Road Right of
Way.