PROMISSORY
NOTE
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Palm Beach County,
Florida
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Date: May 11, 2009
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FOR VALUE
RECEIVED, GLVK, Inc., a Florida corporation (the
“Maker”) hereby promises to pay to the order of
SupportSave Investments, LLC, a Florida Limited Liability Company
(the “Payee”), the principal sum of TWO HUNDRED TEN
THOUSAND AND NO/100 DOLLARS ($210,000.00) or as much of the
principal balance of this loan as is outstanding from time to
time. The principal and all interest thereon shall be
payable in lawful money of the United States of America at such
place as may hereafter be designated by written notice from the
Payee to the undersigned hereof, on the date and in the manner
following:
This Note shall
bear interest at the rate of Seven Percent (7.0%) per annum and
shall be payable in twenty three (23) equal, consecutive, monthly
interest only payments in the sum of $1225.00 commencing on June
11, 2009 and continuing on the same day of each successive month.
The entire principal balance plus all accrued interest shall be due
and payable in the form of a balloon payment two years from the
date of the execution of the Note.
It is agreed
that the Maker shall have the right to pre-pay any portion of the
Note at any time prior to the maturity date.
This Note shall
be construed and enforced according to the laws of the State of
Florida.
This Note is
secured by a Mortgage on the real property owned by the Maker
located at 10714 Kirkaldy Lane, Boca Raton, Florida 33498 (the
"Mortgage"). All of the terms, covenants and conditions,
contained in the Mortgage are expressly incorporated by reference
herein and hereby made a part hereof.
If default
(defined herein as any payment not having been made within fifteen
(15) days of its due date) be made in the payment of any of the
sums or interest mentioned herein then the entire principal sum and
accrued interest shall at the option of the Payee or Holder hereof
become at once due and collectible without notice, time being of
the essence; and said principal sum and accrued interest shall both
bear interest from such time until paid at the rate of eighteen
percent (18%) per annum. In addition, Maker shall
pay a late charge of five percent (5%) of the amount of any payment
not made within five (5) days of its due date.
Upon any
default hereunder, there shall be paid to the holder of this Note
reasonable attorneys' fees and all costs and other expenses
(including, without limitation, such fees, costs and expenses of
litigation, including appeals), incurred by said holder in
enforcing the terms of this Note. No delay or omission
on the part of the holder in exercising any right hereunder shall
operate as a waiver of such right or of any other right under this
Note. A waiver on any one occasion shall not be
construed as a bar to or waiver of any right or remedy on any
future occasion.
Each person
liable hereon whether maker or endorser, hereby waives presentment,
notice of protest and notice of dishonor.
This Note is
executed and is payable in, and is to be construed according to and
governed by the laws of the State of Florida, and venue and/or
jurisdiction of any proceedings in connection herewith shall be in
Palm Beach County, Florida.
GLVK, Inc., a
Florida corporation
Vartan
Sarkisian, President
This Instrument
Was Prepared By and Return to:
Marc Solomon,
Esq.
Marc Solomon,
P.A
1160 South
Rogers Circle
Ste
#2
Boca Raton, FL
33487
THIS IS A
BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY IS $210,000.00 TOGETHER WITH ACCRUED
INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER
THE TERMS OF THIS MORTGAGE.
FLORIDA
DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $735.00 AND FLORIDA
NON-RECURRING INTANGIBLE TAXES IN THE AMOUNT OF $420.00 ARE BEING
PAID UPON RECORDATION OF THIS INSTRUMENT.
MORTGAGE
THIS MORTGAGE, executed as of the 11th day of
May 2009, by GLVK, Inc., a Florida Corporation, whose address is
10714 Kirkaldy Lane, Boca Raton, Florida 33498,
hereinafter called the "Mortgagor,"
which term as used in every instance shall include the Mortgagor's
heirs, executors, administrators, successors, legal representatives
and assigns, either voluntary by act of the parties or involuntary
by operation of law and shall denote the singular and/or plural,
the masculine and/or feminine and natural and/or artificial
persons, whenever and wherever the context so requires or admits,
grants in favor of SupportSave Investments, LLC a Florida Limited
Liability Company whose address is 10714 Kirkaldy Lane, Boca Raton,
Florida 33498 hereinafter called the "Mortgagee," which term
as used in every instance shall include the Mortgagee's successors,
legal representatives and assigns, including all subsequent
assignees, either voluntary or by act of the parties or involuntary
by operation of law.
WITNESSETH:
THAT for good and valuable considerations, and
to secure the payment of the aggregate sum of money named in that
certain Promissory Note in the principal sum of
Two Hundred Ten Thousand and xx/100 Dollars
($210,000.00), of even date herewith, which requires payment
as therein set forth with all sums owing thereon, unless sooner
paid, to be due by May 11, 2111 (“Maturity Date”),
hereinafter mentioned, together with interest thereon or so much
thereof as may be advanced, and all other sums of money secured
hereby as hereinafter provided, the Mortgagor does grant, bargain,
sell, alien, remise, release, convey and confirm unto the
Mortgagee, a mortgage lien on the following described real estate
of which the Mortgagor is now seized and possessed, and in actual
possession situate in the County of Palm Beach, State of Florida,
and as legally described on Exhibit "A" (the
“Premises”) attached hereto and by this reference made
a part hereof:
TOGETHER WITH the following property and rights
(the Premises, together with such property and rights, being
hereinafter collectively called "Mortgaged Property" or
"Property"):
a. All
right, title and interest of Mortgagor in and to the land lying in
the bed of any street, road or avenue, opened or proposed, in front
of or adjoining the Premises, and in and to the appurtenances
thereto;
b. All
machinery, apparatus, equipment, fittings, fixtures and articles of
personal property of every kind and nature whatsoever now or
hereafter located in any building or upon the Premises, or any part
thereof, and used or usable in connection with any present or
future occupancy of said building and now owned or hereafter
acquired by Mortgagor; and,
c. Any
and all awards of payments, including interest thereon, and the
right to receive the same, which may be made with respect to the
Premises as a result of the exercise of the right of eminent
domain, the alteration of the grade of any street, any other injury
to, or decrease in the value of, the Premises, or proceeds of
insurance awards, to the extent of all amounts which may be secured
by this Mortgage at the date of receipt of any such award or
payment by Mortgagee, and of the reasonable attorneys' fees, costs
and disbursements incurred by Mortgagee in connection with the
collection of such award or payment; and Mortgagor agrees to
execute and deliver, from time to time, such further instruments as
may be requested by Mortgagee to confirm such assignment to
Mortgagee of any such award or payment.
TO HAVE AND TO HOLD the above described property
unto the Mortgagee, its successors and assigns forever.
The Mortgagor hereby covenants with the
Mortgagee that the Mortgagor is indefeasibly seized with the
absolute and fee simple title to said property, and has full power
and lawful authority to sell, convey transfer and mortgage the
same; that it shall be lawful at any time hereafter for the
Mortgagee to peaceably and quietly enter upon, have, hold and enjoy
said property, and every part thereof; that this Mortgage is and
will remain a valid and enforceable lien on the Mortgaged Property
and that said Mortgaged Property is free and discharged from all
liens, encumbrances and claims of any kind, including taxes and
assessments, and that the Mortgagor hereby fully warrants unto the
Mortgagee the title to said Mortgaged Property and will defend the
same against the lawful claims and demands of all persons
whomsoever.
NOW, THEREFORE, the condition of this Mortgage
is such that if the Mortgagor shall well and truly pay unto the
Mortgagee the indebtedness evidenced by that certain Promissory
Note (hereinafter sometimes called "Note" or "Mortgage Note") of
even date herewith, made by the Mortgagor and payable to the
Mortgagee in the principal sum of Two Hundred
Ten Thousand and xx/100 Dollars ($210,000.00), together
with interest as set forth therein, and shall perform, comply with
and abide by each and every of the stipulations, agreements,
conditions and covenants contained and set forth in this Mortgage
and in the Promissory Note secured hereby, then this Mortgage and
the estate hereby created shall cease and be null and
void.
AND the
Mortgagor does hereby covenant and agree:
1. To
perform, comply with and abide by each and every of the
stipulations, agreements, conditions and covenants contained and
set forth in said Promissory Note and this Mortgage, the Note and
all other documents executed in connection with the loan (the
"Loan") evidenced by the Note and secured by this Mortgage (the
Note and this Mortgage and such other loan documents are sometimes
referred to herein, collectively, as the "Loan
Documents").
2. To
permit, commit or suffer no waste; to comply with or cause to be
complied with, all statutes, ordinances and requirements of any
governmental or other authority relating to the Mortgaged Property;
and to do or permit to be done to said Premises nothing that will
alter or change the use and character of said property or in any
way impair or weaken the security of this Mortgage. And in case of
the refusal, neglect or inability of the Mortgagor to repair and
maintain said Mortgaged Property, the Mortgagee may, at its option,
make such repairs or cause the same to be made and advance monies
in that behalf and the amount of such monies advanced by Mortgagee
shall thereupon be secured by this Mortgage and become a lien on
the Mortgaged Property.
3. That
Mortgagor will promptly pay and discharge any and all license fees
or similar charges, together with any penalties and interest
thereon, which may be imposed by the jurisdiction in which the
Property is situated for the use of vaults, chutes, areas and other
space beyond the lot line and under or abutting the public
sidewalks in front of or adjoining the Premises; that Mortgagor
will promptly cure any notice of violation of law and comply with
any order entered pursuant to said violation; that if Mortgagor
shall default in making such payment and obtaining such discharge
or in curing any such violation Mortgagee may make such payment,
together with penalties and interest thereon, and obtain such
discharge and cure any such violation, and the amount of such
payment and the expenses incurred by Mortgagee in obtaining such
discharge and curing any violation shall thereupon be secured by
this Mortgage and become a lien on the Mortgaged Property; and that
Mortgagor will repay the amount of such payment and such expenses
to Mortgagee, together with interest thereon at the default rate of
interest set forth in the Note, within fifteen (15) days after
demand for said payment is made by Mortgagee to
Mortgagor.
4. The
Mortgagor, immediately upon obtaining knowledge of the institution
of any proceedings for the condemnation of the Premises or any
portion thereof, will notify the Mortgagee of the pendency of such
proceedings. The Mortgagee may participate in any such proceedings
and the Mortgagor, from time to time, will deliver to the Mortgagee
all instruments requested by it to permit such
participation.
5. That,
notwithstanding any taking by eminent domain, alteration of the
grade of any street or other injury to or decrease in value of the
Mortgaged Property by any public or quasi-public authority or
corporation, Mortgagor shall continue to pay interest as provided
in the Mortgage Note until any such award or payment shall have
been actually received by Mortgagee and any reduction in the
principal sum resulting from the application by Mortgagee of such
award or payment, as hereinafter set forth, shall be deemed to take
effect only on the date of such receipt; that said award or payment
may be applied, in such proportions and priority as Mortgagee in
Mortgagee's sole discretion may elect, to the payment of principal
whether or not then due and payable, or any sums secured by this
Mortgage and/or to payment to Mortgagor, on such terms as Mortgagee
may specify, to be used for the sole purpose of altering, restoring
or rebuilding any part of the Mortgaged Property which may have
been altered, damaged or destroyed as a result of any such taking,
alteration of grade, or other injury to the Mortgaged Property; and
that, if prior to the receipt by Mortgagee of such award or
payment, the Mortgagee acquires title to the Property through
judicial sale or deed in lieu of foreclosure, then such award shall
be applied to payment of the Mortgage debt remaining unsatisfied
after such sale or deed in lieu of foreclosure of the Mortgaged
Property, and the Mortgagee shall be entitled to receive such award
after such sale of the Mortgaged Property through judicial
proceedings, with legal interest thereon, whether or not a
deficiency judgment on this Mortgage shall have been sought or
recovered or denied, and of the reasonable attorney's fees, costs
and disbursements incurred by Mortgagee in connection with the
collection of such award or payment.
6. The
Mortgagor will, at the cost of the Mortgagor and without expense to
the Mortgagee, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, mortgages, assigns, notices
of assignments, transfers and assurances as the Mortgagee shall
from time to time require, for the better assuring conveying,
assigning, transferring and confirming unto the Mortgagee the
property and rights hereby conveyed or assigned or intended now or
hereafter so to be, or which the Mortgagor may be or may hereafter
become bound to convey or assign to the Mortgagee, or for carrying
out the intention or facilitating the performance of the terms of
this Mortgage or for filing, registering or recording this Mortgage
and on demand will execute and deliver, and hereby authorizes the
Mortgagee to execute in the name of the Mortgagor to the extent it
may lawfully do so, one or more financing statements, chattel
mortgages or comparable security instruments, to evidence more
effectively the lien hereof upon the Mortgaged Property.
7. a. The
Mortgagor forthwith upon the execution and delivery of this
Mortgage and thereafter, from time to time, will cause this
Mortgage and any security instrument creating a lien or evidencing
the lien hereof upon the Mortgaged Property and each instrument of
further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or
future law in order to publish notice of and fully protect the lien
hereof upon, and the interest of the Mortgagee in, the Mortgaged
Property.
b. The
Mortgagor will pay all filing, registration or recording fees and
all expenses incident to the preparation, execution and
acknowledgment of this Mortgage, any mortgage supplemental hereto,
any security instrument with respect to the chattels, and any
instrument of further assurance, and all federal, state, county and
municipal stamp taxes and other taxes, duties, imposts, assessments
and charges, other than income taxes, arising out of or in
connection with the execution and delivery of the Note, this
Mortgage, any mortgage supplemental hereto, any security instrument
with respect to the chattels or any instrument of further
assurance.
8. If
the Mortgagor is a corporation, the execution and delivery of this
Mortgage has been duly authorized by the Board of Directors of such
corporation; and that, if required by the Certificate of
Incorporation of such corporation, the execution and delivery of
this Mortgage has been duly consented to by the stockholders of
such corporation. The Mortgagor will do all things necessary to
preserve and keep in full force and effect its existence,
franchises, rights and privileges as business or stock corporation
under the laws of the State of its incorporation and will comply
with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental authority or court applicable to the
Mortgagor or the Mortgaged Property or any part thereof.
9. The
Mortgagor, from time to time, when the same shall become due, will
pay and discharge all taxes of every kind and nature (including
real and personal property taxes), all general and special
assessments, levies, permits, inspection and license fees, all
water and sewer rents and charges, and all other public charges
whether of a like or different nature, imposed upon or assessed
against it or the Mortgaged Property or any part thereof or upon
the revenues, rents, issues, income and profits of the Mortgaged
Property or arising in respect of the occupancy, use or possession
thereof (collectively, "Taxes"). The Mortgagor will upon the
request of the Mortgagee, deliver to the Mortgagee receipts
evidencing the payment of all such Taxes. In the event of a default
by Mortgagor under this Mortgage, the Note or any of the other Loan
Documents, Mortgagor shall, upon request by Mortgagee, establish an
escrow with Mortgagee and pay monthly an amount, as determined by
Mortgagee, which is sufficient to permit Mortgagee to pay all Taxes
when due.
10. The
Mortgagor will pay from time to time when the same shall become
due, all claims and demands of mechanics, materialmen, laborers,
and others which, - if
unpaid, might result in or permit the creation of a lien on the
Mortgaged Property, whether paramount or subordinate to this
Mortgage, or any part thereof, or on the revenues, rents, issues,
income and profits arising therefrom and in general will do or
cause to be done everything necessary so that the first lien of
this Mortgage shall be preserved, at the cost of the Mortgagor,
without expense to the Mortgagee.
11. a. That
the Mortgagor will keep the Mortgaged Property insured, as may be
required from time to time by the Mortgagee, against loss by fire,
windstorm and other hazards, casualties and contingencies and war
risks, if available, including during the course of any
construction and/or development work, builders' all risk completed
value, non-reporting form insurance for such periods and for not
less than one hundred percent (100%) of the full replacement cost
therefor and to pay promptly when due all premiums for such
insurance. The amounts of insurance required by Mortgagee shall be
the minimum amounts for which said insurance shall be written and
it shall be incumbent upon the Mortgagor to maintain such
additional insurance as may be necessary to meet and comply fully
with all co-insurance requirements contained in said policies to
the end that said Mortgagor is not a co-insuror thereunder.
Insurance shall be written by a company or companies approved by
the Mortgagee and all policies and renewals thereof shall be held
by the Mortgagee. All detailed designations by the Mortgagor which
are accepted by the Mortgagee relating to insurance, now existing
or hereafter made, shall be in writing and shall be a part of this
Mortgage as fully as though set forth verbatim herein, and shall
govern both parties hereto and their successors and assigns. No
lien upon any of said policies of insurance or upon refund or
return premium which may be payable on the cancellation or
termination thereof shall be given to other than the Mortgagee,
except by proper endorsement affixed to such policy and approved by
the Mortgagee. Each policy of insurance shall have affixed thereto
a Standard Florida Mortgagee clause without contribution, making
all loss or losses under such policy payable to the Mortgagee as
its interest may appear. In the event any sum or sums of money
become payable thereunder, the Mortgagee shall have the option to
receive and apply the same on account of the indebtedness hereby
secured, or to permit the Mortgagor to receive it and use it, or
any part thereof, without thereby waiving or impairing any equity,
lien or right under and by virtue of this Mortgage. In the event of
loss or physical damage to the Mortgaged Property, the Mortgagor
shall give immediate notice thereof by mail to the Mortgagee, and
the Mortgagee may make proof of loss if the same is not made
promptly by Mortgagor. In the event of foreclosure of this Mortgage
or other transfer of title to the Mortgaged Property in
extinguishment of the indebtedness secured hereby, all right, title
and interest of the Mortgagor in and to any insurance policies then
in force shall pass to the transferee. In the event of a default by
Mortgagor under this Mortgage, the Note or any of the other Loan
Documents, Mortgagor shall, upon the request by Mortgagee,
establish an escrow with Mortgagee and pay monthly an amount, as
determined by Mortgagee, which is sufficient to permit Mortgagee to
pay the premiums for all insurance required by Mortgagor when
due.
b. Provided
no event of default then exists hereunder, the net insurance
proceeds and net proceeds of any condemnation award (in each case
after deduction only of Mortgagee's reasonable costs and expenses,
if any, in collecting the same) shall be made available for the
restoration or repair of the Property if, in Mortgagee's sole
judgment (a) restoration or repair is economically feasible, (the
value of Mortgagee's security is not reduced), the loss or
condemnation, as applicable, does not occur in the six (6) month
period preceding the stated maturity date in the Note, and (b)
Mortgagor deposits with Mortgagee an amount, in cash, which
Mortgagee, in its sole discretion, determines is necessary, in
addition to the net insurance proceeds or net proceeds of any
condemnation award, as applicable, to pay in full the cost of the
restoration or repair. Mortgagor's deposits made pursuant to this
paragraph shall be used before the net insurance proceeds or net
proceeds of any condemnation award, as applicable, for such
restoration or repair. If the net insurance proceeds or net
proceeds of any condemnation award, as applicable, are made
available for restoration or repair, such work shall be completed
by Mortgagor in an expeditious and diligent fashion, and in
compliance with all applicable laws, rules and regulations. Any
condemnation award or insurance proceeds, as a
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