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FIRST INSERTION
NOTICE OF SALE
IN THE CIRCUIT COURT
OF THE EIGHTEENTH JUDICIAL CIRCUIT, IN AND FOR
SEMINOLE COUNTY, FLORIDA
CASE NO.: 2012-CA-2982-14-G
WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Banc of America Large Loan Trust 2007-BMB1, Commercial Mortgage Pass-Through
Certificates, Series 2007-BMB1,
Plaintiff, vs.
SS SANFORD, LLC, a Florida
limited liability company, SS OSPREY, LLC, a Delaware limited liability company, SS NAPLES
AIRPORT ROAD, LLC, a Delaware limited liability company, SS
ORMOND BEACH, LLC, a
Delaware limited liability company, SS SPRING HILL COUNTY LINE ROAD, LLC, a Delaware limited liability company;
Defendants.
NOTICE is hereby given that pursuant to the Agreed Final Judgment of Foreclosure entered in this cause on January 31, 2013, 2013, pending in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, Case No.: 2012-CA-2982-14G, Maryanne Morse, the Seminole County Clerk of Court will sell the real property situated in said County, described as:
Exhibit “A-1(a)”
The real property described
in Exhibit “A-1(b)” attached hereto (the “Land”);
TOGETHER WITH all right, title, interest and estate of SS SANFORD, LLC (the “Debtor”) now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Land, the Improvements (defined below) and all right, title, interest and estate of Debtor in and to the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Property”):
(a) Land. The real property described in Exhibit “A-1(b)”;
(b) Additional Land. All additional lands, estates and development rights hereafter acquired by Debtor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of those certain mortgages, deeds of trust or other similar security agreements given by the Debtor to and for the benefit of secured party, each dated as of April 27, 2007 (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Security Instrument”);
(c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);
(d) Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Debtor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), and all proceeds and products of the above;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases or other agreements entered into in connection with such leases, subleases, subsubleases or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Leases”) and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder, including, but not limited to, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, room rents and room revenues, if any, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Debtor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, credit card receivables, rights to payment from any consumer credit card organization or entity, credit card receipts, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Debtor or any property manager and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the indebtedness secured by the Security Instrument;
(g) Insurance Proceeds. All insurance proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property,
(h) Condemnation Awards. All awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Debtor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Secured Party in the Property;
(k) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Debtor thereunder;
(l) Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(m) Accounts. All reserves, escrows and deposit accounts maintained by Debtor with respect to the Property, including, without limitation, the Reserve Accounts and all accounts established pursuant to Article 9 of the Loan Agreement (as defined below), together with all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;
(n) Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, insurance proceeds and awards, into cash or liquidation claims;
(o) Rate Cap. All of Debtor's interest in that certain Rate Cap (as defined in the Loan Agreement) entered into on or about the date hereof, as amended, modified, extended or supplemented from time to time, together with the confirmation thereof and any other interest rate protection agreement entered into by Debtor; and
(p) Other Rights. Any and all other rights of Debtor in and to the items set forth in subsections (a) through (o) above.
Nominee Capacity of Secured Party. Secured Party serves as secured party solely as nominee, in an administrative capacity, for Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and only holds legal title to the interests granted, assigned, and transferred herein. All payments or deposits with respect to the Debt shall be made to Lender, all advances under the Loan Documents shall be made by Lender, and all consents, approvals, or other determinations required or permitted of Secured Party pursuant to the Security Instrument shall be made by Lender. Secured Party shall at all times comply with the instructions of Lender and its successors and assigns. If necessary to comply with law or custom, Secured Party (for the benefit of Lender and its successors and assigns) may be directed by Lender to exercise any or all of those interests, including without limitation, the right to foreclose and sell the Property, and take any action required of Lender. Subject to the foregoing, all references herein to “Secured Party” shall include Lender and its successors and assigns.
The relationship of Debtor and Lender under this Financing Statement and the other Loan Documents is, and shall at all times remain, solely that of debtor and lender (the role of Secured Party hereunder being solely that of nominee as set forth above and not that of a lender); and Secured Party neither undertakes nor assumes any responsibility or duty to Debtor or to any third party with respect to the Property. Notwithstanding any other provisions of this Financing Statement and the other Loan Documents: (i) Secured Party is not, and shall not be construed to be, a partner, joint venturer, member, alter ego, manager, controlling person or other business associate or participant of any kind of Debtor, and Secured Party does not intend to ever assume such status; (ii) Secured Party does not intend to ever assume any responsibility to any person for the quality, suitability, safety or condition of the Property; and (iii) Secured Party shall not be deemed responsible for or a participant in any acts, omissions or decisions of Debtor.
Capitalized terms not defined herein shall have the meanings set forth in that certain Loan Agreement between Debtor and Lender dated of even date with the Security Instrument (the “Loan Agreement”).
Exhibit “A-1(b)”
LEGAL DESCRIPTION
Lot 2, FLA STOR-A-WAY/SEMINOLE BUSINESS CENTRE ONE, according to the plat thereof, as recorded in Plat Book 72, Pages 46 and 47, Public Records of Seminole County, Florida.
Formerly Known As:
Lot 10, SMITH'S THIRD SUBDIVISION, according to the plat thereof, as recorded in Plat Book 1, Page 86, Public Records of Seminole County, Florida.
Exhibit “A-2(a)”
The real property described in Exhibit “A-2(b)” attached hereto (the “Land”);
TOGETHER WITH all right, title, interest and estate of SS OSPREY, LLC (the “Debtor”) now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Land, the Improvements (defined below) and all right, title, interest and estate of Debtor in and to the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Property”):
(a) Land. The real property described in Exhibit “A-2(b)”;
(b) Additional Land. All additional lands, estates and development rights hereafter acquired by Debtor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of those certain mortgages, deeds of trust or other similar security agreements given by the Debtor to and for the benefit of secured party, each dated as of April 27, 2007 (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Security Instrument”);
(c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);
(d) Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Debtor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), and all proceeds and products of the above;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases or other agreements entered into in connection with such leases, subleases, subsubleases or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Leases”) and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder, including, but not limited to, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, room rents and room revenues, if any, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Debtor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, credit card receivables, rights to payment from any consumer credit card organization or entity, credit card receipts, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Debtor or any property manager and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the indebtedness secured by the Security Instrument;
(g) Insurance Proceed. All insurance proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;
(h) Condemnation Awards. All awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Debtor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Secured Party in the Property;
(k) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Debtor thereunder;
(l) Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(m) Accounts. All reserves, escrows and deposit accounts maintained by Debtor with respect to the Property, including, without limitation, the Reserve Accounts and all accounts established pursuant to Article 9 of the Loan Agreement (as defined below), together with all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;
(n) Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, insurance proceeds and awards, into cash or liquidation claims;
(o) Rate Cap. All of Debtor's interest in that certain Rate Cap (as defined in the Loan Agreement) entered into on or about the date hereof, as amended, modified, extended or supplemented from time to time, together with the confirmation thereof and any other interest rate protection agreement entered into by Debtor; and
(p) Other Rights. Any and all other rights of Debtor in and to the items set forth in subsections (a) through (o) above.
Nominee Capacity of Secured Party. Secured Party serves as secured party solely as nominee, in an administrative capacity, for Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and only holds legal title to the interests granted, assigned, and transferred herein. All payments or deposits with respect to the Debt shall be made to Lender, all advances under the Loan Documents shall be made by Lender, and all consents, approvals, or other determinations required or permitted of Secured Party pursuant to the Security Instrument shall be made by Lender. Secured Party shall at all times comply with the instructions of Lender and its successors and assigns. If necessary to comply with law or custom, Secured Party (for the benefit of Lender and its successors and assigns) may be directed by Lender to exercise any or all of those interests, including without limitation, the right to foreclose and sell the Property, and take any action required of Lender. Subject to the foregoing, all references herein to “Secured Party” shall include Lender and its successors and assigns.
The relationship of Debtor and Lender under this Financing Statement and the other Loan Documents is, and shall at all times remain, solely that of debtor and lender (the role of Secured Party hereunder being solely that of nominee as set forth above and not that of a lender); and Secured Party neither undertakes nor assumes any responsibility or duty to Debtor or to any third party with respect to the Property. Notwithstanding any other provisions of this Financing Statement and the other Loan Documents: (i) Secured Party is not, and shall not be construed to be, a partner, joint venturer, member, alter ego, manager, controlling person or other business associate or participant of any kind of Debtor, and Secured Party does not intend to ever assume such status; (ii) Secured Party does not intend to ever assume any responsibility to any person for the quality, suitability, safety or condition of the Property; and (iii) Secured Party shall not be deemed responsible for or a participant in any acts, omissions or decisions of Debtor.
Capitalized terms not defined herein shall have the meanings set forth in that certain Loan Agreement between Debtor and Lender dated of even date with the Security Instrument (the “Loan Agreement”).
Exhibit “A-2(b)”
LEGAL DESCRIPTION
East half of Lot 61, SARABAY ACRES, according to the plat thereof, as recorded in Plat Book 4, Page 62, Public Records of Sarasota County, Florida, being 219.5 feet on West line of U.S. Highway 41, 410.01 feet on South, 202.9 feet on West, and 354.2 feet on North.
LESS road right of way as described in that certain Order of Taking recorded in Official Records Book 331, Page 683, Public Records of Sarasota County, Florida, described as follows:
That part of: The East half of Lot 61, SARABAY ACRES, A SUBDIVISION OF U.S. GOVERNMENT LOT 2 and East half of Section 10, Township 38 South, Range 18 East, as per plat thereof, recorded in Plat Book 4, Page 62, Public Records of Sarasota County, Florida, lying within 50 feet of the survey line of SR 45, Section 17020, said survey line being described as follows:
Begin on the South boundary of Section 10, Township 38 South, Range 18 East, at a point 546.97 feet West of the Southeast corner thereof; run thence North 24 degrees 51 minutes 34 seconds West, 4051.94 feet to the Easterly extension of the North boundary of Lot 6, Block 1 of BAY ACRES, A RE-SUBDIVISION in said Section 10, as per plat thereof, recorded in Plat Book 7, Pages 16 and 16A, Public Records of Sarasota County, Florida, at a point 686.63 feet East of the Northwest corner thereof. LESS existing rights of way.
Exhibit “A-3(a)”
The real property described in Exhibit “A-3(b)” attached hereto (the “Land”);
TOGETHER WITH all right, title, interest and estate of SS NAPLES AIRPORT ROAD, LLC (the “Debtor”) now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Land, the Improvements (defined below) and all right, title, interest and estate of Debtor in and to the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Property”):
(a) Land. The real property described in Exhibit “A-3(b)”;
(b) Additional Land. All additional lands, estates and development rights hereafter acquired by Debtor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of those certain mortgages, deeds of trust or other similar security agreements given by the Debtor to and for the benefit of secured party, each dated as of April 27, 2007 (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Security Instrument”);
(c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);
(d) Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Debtor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), and all proceeds and products of the above;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases or other agreements entered into in connection with such leases, subleases, subsubleases or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Leases”) and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder, including, but not limited to, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, room rents and room revenues, if any, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Debtor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, credit card receivables, rights to payment from any consumer credit card organization or entity, credit card receipts, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Debtor or any property manager and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the indebtedness secured by the Security Instrument;
(g) Insurance Proceeds. All insurance proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;
(h) Condemnation Awards. All awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Debtor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Secured Party in the Property;
(k) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Debtor thereunder;
(l) Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(m) Accounts. All reserves, escrows and deposit accounts maintained by Debtor with respect to the Property, including, without limitation, the Reserve Accounts and all accounts established pursuant to Article 9 of the Loan Agreement (as defined below), together with all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;
(n) Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, insurance proceeds and awards, into cash or liquidation claims;
(o) Rate Cap. All of Debtor's interest in that certain Rate Cap (as defined in the Loan Agreement) entered into on or about the date hereof, as amended, modified, extended or supplemented from time to time, together with the confirmation thereof and any other interest rate protection agreement entered into by Debtor; and
(p) Other Rights. Any and all other rights of Debtor in and to the items set forth in subsections (a) through (o) above.
Nominee Capacity of Secured Party. Secured Party serves as secured party solely as nominee, in an administrative capacity, for Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and only holds legal title to the interests granted, assigned, and transferred herein. All payments or deposits with respect to the Debt shall be made to Lender, all advances under the Loan Documents shall be made by Lender, and all consents, approvals, or other determinations required or permitted of Secured Party pursuant to the Security Instrument shall be made by Lender. Secured Party shall at all times comply with the instructions of Lender and its successors and assigns. If necessary to comply with law or custom, Secured Party (for the benefit of Lender and its successors and assigns) may be directed by Lender to exercise any or all of those interests, including without limitation, the right to foreclose and sell the Property, and take any action required of Lender: Subject to the foregoing, all references herein to “Secured Party” shall include Lender and its successors and assigns.
The relationship of Debtor and Lender under this Financing Statement and the other Loan Documents is, and shall at all times remain, solely that of debtor and lender (the role of Secured Party hereunder being solely that of nominee as set forth above and not that of a lender); and Secured Party neither undertakes nor assumes any responsibility or duty to Debtor or to any third party with respect to the Property. Notwithstanding any other provisions of this Financing Statement and the other Loan Documents: (i) Secured Party is not, and shall not be construed to be, a partner, joint venturer, member, alter ego, manager, controlling person or other business associate or participant of any kind of Debtor, and Secured Party does not intend to ever assume such status; (ii) Secured Party does not intend to ever assume any responsibility to any person for the quality, suitability, safety or condition of the Property; and (iii) Secured Party shall not be deemed responsible for or a participant in any acts, omissions or decisions of Debtor.
Capitalized terms not defined herein shall have the meanings set forth in that certain Loan Agreement between Debtor and Lender dated of even date with the Security Instrument (the “Loan Agreement”).
Exhibit “A-3(b)”
LEGAL DESCRIPTION
Parcel I:
Lots 8, 9, 10, 11, 12 and 13, FOUR-WAY CORNER, according to the plat thereof as recorded in Plat Book 4, Page 16, of the Public Records of Collier County, Florida.
Parcel II:
The South 50 feet of the North 210 feet of the South one half of Lot 138, NAPLES GROVE AND TRUCK CO'S LITTLE FARMS NO. 2, according to the plat thereof as recorded in Plat Book 1, Page 27, of the Public Records of Collier County, Florida.
Parcel III:
The North 148.66 feet of the East 30 feet marked “Reserved for Access Easement” on the plat of FOUR-WAY CORNER, as deeded in the Warranty Deed recorded in Official Records Book 890, Page 506, of the Public Records of Collier County, Florida.
Exhibit “A-4(a)”
The real property described in Exhibit “A-4(b)” attached hereto (the “Land”);
TOGETHER WITH all right, title, interest and estate of SS ORMOND BEACH, LLC (the “Debtor”) now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Land, the Improvements (defined below) and all right, title, interest and estate of Debtor in and to the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Property”):
(a) Land. The real property described in Exhibit “A-4(b)”;
(b) Additional Land. All additional lands, estates and development rights hereafter acquired by Debtor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of those certain mortgages, deeds of trust or other similar security agreements given by the Debtor to and for the benefit of secured party, each dated as of April 27, 2007 (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Security Instrument”);
(c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);
(d) Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Debtor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), and all proceeds and products of the above;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases or other agreements entered into in connection with such leases, subleases, subsubleases or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Leases”) and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder, including, but not limited to, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, room rents and room revenues, if any, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Debtor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, credit card receivables, rights to payment from any consumer credit card organization or entity, credit card receipts, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Debtor or any property manager and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the indebtedness secured by the Security Instrument;
(g) Insurance Proceeds. All insurance proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;
(h) Condemnation Awards. All awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Debtor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Secured Party in the Property;
(k) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Debtor thereunder;
(l) Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(m) Accounts. All reserves, escrows and deposit accounts maintained by Debtor with respect to the Property, including, without limitation, the Reserve Accounts and all accounts established pursuant to Article 9 of the Loan Agreement (as defined below), together with all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;
(n) Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, insurance proceeds and awards, into cash or liquidation claims;
(o) Rate Cap. All of Debtor's interest in that certain Rate Cap (as defined in the Loan Agreement) entered into on or about the date hereof, as amended, modified, extended or supplemented from time to time, together with the confirmation thereof and any other interest rate protection agreement entered into by Debtor; and
(p) Other Rights. Any and all other rights of Debtor in and to the items set forth in subsections (a) through (o) above.
Nominee Capacity of Secured Party. Secured Party serves as secured party solely as nominee, in an administrative capacity, for Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and only holds legal title to the interests granted, assigned, and transferred herein. All payments or deposits with respect to the Debt shall be made to Lender, all advances under the Loan Documents shall be made by Lender, and all consents, approvals, or other determinations required or permitted of Secured Party pursuant to the Security Instrument shall be made by Lender. Secured Party shall at all times comply with the instructions of Lender and its successors and assigns. If necessary to comply with law or custom, Secured Party (for the benefit of Lender and its successors and assigns) may be directed by Lender to exercise any or all of those interests, including without limitation, the right to foreclose and sell the Property, and take any action required of Lender. Subject to the foregoing, all references herein to “Secured Party” shall include Lender and its successors and assigns.
The relationship of Debtor and Lender under this Financing Statement and the other Loan Documents is, and shall at all times remain, solely that of debtor and lender (the role of Secured Party hereunder being solely that of nominee as set forth above and not that of a lender); and Secured Party neither undertakes nor assumes any responsibility or duty to Debtor or to any third party with respect to the Property. Notwithstanding any other provisions of this Financing Statement and the other Loan Documents: (i) Secured Party is not, and shall not be construed to be, a partner, joint venturer, member, alter ego, manager, controlling person or other business associate or participant of any kind of Debtor, and Secured Party does not intend to ever assume such status; (ii) Secured Party does not intend to ever assume any responsibility to any person for the quality, suitability, safety or condition of the Property; and (iii) Secured Party shall not be deemed responsible for or a participant in any acts, omissions or decisions of Debtor.
Capitalized terms not defined herein shall have the meanings set forth in that certain Loan Agreement between Debtor and Lender dated of even date with the Security Instrument (the “Loan Agreement”).
Exhibit “A-4(b)”
LEGAL DESCRIPTION
Parcel I:
A parcel of land lying, situate and being in Volusia County, Florida, being more particularly described as follow: As a point of reference, commence at the Westerly right-of-way of Yonge Street (U.S. Hwy. No. 1), a 100 foot right-of-way as laid out and used and the Northerly right-of-way line of Arroyo Parkway, a 94 foot right-of-way as laid out and used; thence along said Northerly right-of-way South 64° 59' 33” West, a distance of 365.10 feet to the Point of Beginning of this description; thence continue along said Northerly right-of-way South 64° 59' 33” West, a distance of 419.04 feet to the Easterly right-of-way line of the Florida East Coast Railroad, a 100 foot right-of-way as laid out and used; thence along said Easterly East Coast Railroad right-of-way North 24° 54' 21” West, a distance of 635.32 feet to the Southerly right-of-way of Fleming Avenue, a 50 foot right-of-way as laid out and used; thence along said Southerly right-of-way North 65° 00' 35” East, a distance of 325.26 feet; thence departing said Southerly right-of-way South 24° 07' 26” East, a distance of 249.95 feet; thence North 65° 01' 15” East, a distance of 401.22 feet to a point on the said Westerly right-of-way of Yonge Street, said point also being the beginning of a curve concave Easterly having a radius of 4,961.17 feet and a central angle of 02° 16' 36”; Thence Southerly along the arc of said curve to the left, a distance of 197.13 feet, said arc subtended by a chord which bears South 33° 23' 04” East, a distance of 197.12 feet to the end of said curve; thence departing said Westerly right-of-way of Yonge Street South 64°59' 33” West, a distance of 333.44 feet; thence South 25° 00' 27” East, a distance of 190.09 feet to the said Northerly right-of-way of Arroyo Parkway and to the Point of Beginning.
ALSO DESCRIBED AS:
A parcel of land lying, situate and being in Volusia County, Florida, being more particularly described as follows: As a point of reference, commence at the Westerly right-of-way of Yonge Street (U.S. Hwy. No. 1), a 100 foot right-of-way as laid out and used and the Northerly right-of-way line of the Hand Canal (Canal), a-34-foot wide Canal as shown on the plat of Rio Vista Section “A”, as per map recorded in Map Book 6, page 25 (re-recorded in Map Book 22, pages 67 and 68) of the Public Records of Volusia County, Florida, said Hand Canal lying adjacent to and Northerly of the 55-foot wide right-of-way of Arroyo Parkway, also as shown on said plat of Rio Vista Section “A”; thence along said Northerly right-of-way South 64° 59' 33” West, a distance of 365.10 feet to the Point of Beginning of this description; thence continue along said Northerly right-of-way South 64° 59' 33” West a distance of 419.04 feet to the Easterly right-of-way line of the Florida East Coast Railroad, a 100 foot right-of-way as laid out and used; thence along said Easterly East Coast Railroad right-of-way North 24° 54' 21” West, a distance of 635.32 feet to the Southerly right-of-way of Fleming Avenue, a 50 foot right-of-way as laid out and used; thence along said Southerly right-of-way North 65° 00' 35” East, a distance of 325.26 feet; thence departing said Southerly right-of-way South 24°07'26” East; a distance of 249.95 feet; thence North 65° 01' 15” East, a distance of 401.22 feet to a point on the said Westerly right-of-way of Yonge Street, said point also being the beginning of a curve, concave Easterly having a radius of 4,961.17 feet and a central angle of 02° 16' 36”; Thence Southerly along the arc of said curve to the left, a distance of 197.13 feet, said arc subtended by a chord which bears South 33° 23' 04” East, a distance of 197.12 feet to the end of said curve; thence departing said Westerly right-of-way of Yonge Street South 64° 59' 33” West, a distance of 333.44 feet; thence South 25° 00' 27” East, a distance of 190.09 feet to the said Northerly right-of-way of Arroyo Parkway and to the Point of Beginning.
Parcel II:
Easements created in that certain Cross Easement Agreement by and between Access America Storage, LLC, a Florida limited liability company, and Robert W. Browning, Jr., Donald T. Carrigan and James Rudnick recorded in Official Records Book 5496, Page 2811, of the Public Records of Volusia County, Florida.
Exhibit “A-5(a)”
The real property described in Exhibit “A-5(b)” attached hereto (the “Land”);
TOGETHER WITH all right, title, interest and estate of SS SPRING HILL COUNTY LINE ROAD, LLC (the “Debtor”) now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Land, the Improvements (defined below) and all right, title, interest and estate of Debtor in and to the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Property”):
(a) Land. The real property described in Exhibit “A-5(b)”;
(b) Additional Land. All additional lands, estates and development rights hereafter acquired by Debtor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of those certain mortgages, deeds of trust or other similar security agreements given by the Debtor to and for the benefit of secured party, each dated as of April 27, 2007 (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Security Instrument”);
(c) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);
(d) Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;
(e) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Debtor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), and all proceeds and products of the above;
(f) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases or other agreements entered into in connection with such leases, subleases, subsubleases or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Leases”) and all right, title and interest of Debtor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder, including, but not limited to, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, room rents and room revenues, if any, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Debtor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, credit card receivables, rights to payment from any consumer credit card organization or entity, credit card receipts, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Debtor or any property manager and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Debtor of any petition for relief under any creditors rights laws (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the indebtedness secured by the Security Instrument;
(g) Insurance Proceeds. All insurance proceeds in respect of the property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;
(h) Condemnation Awards. All awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
(i) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;
(j) Rights. The right, in the name and on behalf of Debtor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Secured Party in the Property;
(k) Agreements. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Debtor thereunder;
(l) Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(m) Accounts. All reserves, escrows and deposit accounts maintained by Debtor with respect to the Property, including, without limitation, the Reserve Accounts and all accounts established pursuant to Article 9 of the Loan Agreement (as defined below), together with all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;
(n) Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, insuran