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Exhibit 10.5

 

 

THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL DUE UPON MATURITY IS APPROXIMATELY $250,918.91, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCES MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.

 

Return to:  Sunstate Federal Credit Union, 405 SE 2nd Place, Gainesville, FL 32402

 

This document was prepared by:  Member Business Solutions, LLC, 3692 Coolidge Court, #200, Tallahassee, FL 32311-7890

 

State of Florida’s Documentary Stamp Tax required by law in the amount of $1,137.50 has been paid to the Clerk of the Circuit Court (or the County Comptroller, if applicable) for the County of Alachua, State of Florida.

 

 


Space Above This Line For Recording Data

 

ASSIGNMENT OF LEASES AND RENTS


 

DATE AND PARTIES.   The date of this Assignment of Leases and Rents (Assignment) is March 22, 2011.  The parties and their addresses are:

 

ASSIGNOR:

 

CTD HOLDINGS, INC.

A Florida Corporation

f/k/a Cyclodextrin Technologies Development, Inc.

27317 NW 78th Avenue

High Springs, FL 32643

 

LENDER :

 

SUNSTATE FEDERAL CREDIT UNION

Organized and existing under the laws of Florida

405 SE 2nd Place

Gainesville, FL 32602

 

1.     SECURED DEBTS .  The term “Secured Debts” includes and this Assignment will secure each of the following:

 

A.     Specific Debts .  The following debts and all extensions, renewals, refinancings, modifications and replacements.  A promissory note or other agreement, No. 103428-01, dated March 22, 2011, from Assignor to Lender, with a loan amount of $325,000.00 and maturing on March 22, 2016.

 

 

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B.     All Debts .  All present and future debts made within 20 years from the date of this Assignment from Assignor to Lender, even if this Assignment is not specifically referenced, or if the future debt is unrelated to or of a different type than this debt.  If more than one person signs this Assignment, each agrees that it will secure debts incurred either individually or with others who may not sign this Assignment.  Nothing in this Assignment constitutes a commitment to make additional or future loans or advances.  Any such commitment must be in writing.  In the event that Lender fails to provide any required notice of the right of rescission, Lender waives any subsequent security interest in the Assignor’s principal dwelling that is created by this Assignment.  This Assignment will not secure any debt for which a non-possessory, non-purchase money security interest is created in “household goods” in connection with a “consumer loan,” as those terms are defined by federal law governing unfair and deceptive credit practices.  This Assignment will not secure any debt for which a security interest is created in “margin stock” and Lender does not obtain a “statement of purpose,” as defined and required by federal law governing securities.  This Assignment will not secure any other debt if Lender fails, with respect to that other debt, to fulfill any necessary requirements or limitations of Sections 19(a), 32, or 35 of Regulation Z.

 

C.     Sums Advanced .  All sums advanced and expenses incurred by Lender under the terms of this Assignment.

 

2.     MAXIMUM OBLIGATION LIMIT .  The total principal amount secured by this Assignment at any one time and from time to time will not exceed $325,000.00.  Any limitation of amount does not include interest and other fees and charges validly made pursuant to this Assignment.  Also, this limitation does not apply to advances made under the terms of this Assignment to protect Lender’s security and to perform any of the covenants contained in this Assignment.

 

3.     ASSIGNMENT OF LEASES AND RENTS .  For good and valuable consideration, the receipt and sufficiency of which is acknowledged, and to secure the Secured Debts and Assignor’s performance under this Assignment, Assignor does hereby assign, grant, bargain, convey and mortgage to Lender as additional security all the right, title and interest in the following (Property).

 

A.     Existing or future leases, subleases, licenses, guaranties and any other written or verbal agreements for the use and occupancy of the Property, including but not limited to any extensions, renewals, modifications or replacements (Leases).

 

B.     Rents, issues and profits, including but not limited to security deposits, minimum rents, percentage rents, additional rents, common area maintenance charges, parking charges, real estate taxes, other applicable taxes, insurance premium contributions, liquidated damages following default, cancellation premiums, “loss of rents” insurance, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights, general intangibles, and all rights and claims which Assignor may have regarding the Property (Rents).

 

C.     The term Property as used in this Assignment shall include the following described real property:

 

THE NW 1/4 OF THE SE 1/4 OF SECTION 8, TOWNSHIP 9 SOUTH, RANGE 17 EAST, ALACHUA COUNTY, FLORIDA.

 

 

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TOGETHER WITH ROAD RIGHT-OF-WAY EASEMENT OVER THE WEST 30.00 FEET OF THE NE 1/4 OF SECTION 8, TOWNSHIP 9 SOUTH, RANGE 17 EAST, ALACHUA COUNTY, FLORIDA, AS PER O.R. BOOK 1977, PAGE 476, PUBLIC RECORDS OF ALACHUA COUNTY, FLORIDA.

 

The property is located in Alachua County at 27317 NW 78th Avenue, High Springs, Florida 32643.

 

In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also be regarded as a security agreement.

 

4.     PAYMENTS .  Assignor agrees that all payments under the Secured Debts will be paid when due and in accordance with the terms of the Secured Debts and this Assignment.

 

5.     COLLECTION OF RENTS .  Assignor may collect, receive, enjoy and use the Rents so long as Assignor is not in default.  Assignor will not collect in advance any Rents due in future lease periods, unless Assignor first obtains Lender’s written consent.

 

Upon default, Assignor will receive any Rents in trust for Lender and Assignor will not commingle the Rents with any other funds.  When Lender so directs, Assignor will endorse and deliver any payments of Rents from the Property to Lender.  Amounts collected will be applied at Lender’s discretion to the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary expenses.

 

Assignor agrees that this Assignment is immediately effective between Assignor and Lender and effective as to third parties on the recording of this Assignment.

 

6.     COLLECTION EXPENSES AND ATTORNEYS’ FEES .  On or after the occurrence of an Event of Default, to the extent permitted by law, Assignor agrees to pay all expenses of collection, enforcement or protection of Lender’s rights and remedies under this Assignment or any other document relating to the Secured Debts.  Assignor agrees to pay expenses for Lender to inspect and preserve the Property and for any recordation costs of releasing the Property from this Assignment.  Expenses include, but are not limited to, attorneys’ fees of 10 percent of the Principal sum due or a larger amount as the court judges as reasonable and just, court costs and other legal expenses.  These expenses are due and payable immediately.  If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of the Secured Debts.  In addition, to the extent permitted by the United States Bankruptcy Code, Assignor agrees to pay the reasonable attorneys’ fees incurred by Lender to protect Lender’s rights and interests in connection with any bankruptcy proceedings initiated by or against Assignor.

 

7.     ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES .  As used in this section, (1) Environmental Law means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601 et seq.), all other federal, state and local laws, regulations, ordinances, court orders, attorney general opinions or interpretive letters concerning the public health, safety, welfare, environment or a hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste, pollutant or contaminant which has characteristics which render the substance dangerous or potentially dangerous to the public health, safety, welfare or environment.  The term includes, without limitation, any substances defined as “hazardous material,” “toxic substance,” “hazardous waste,” “hazardous substance,” or “regulated substance” under any Environmental Law.

 

 

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Assignor represents, warrants and agrees that:

 

A.     Except as previously disclosed and acknowledged in writing to Lender, no Hazardous Substance has been, is, or will be located


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