Exhibit 10.64
I#: 2013203736 BK: 18055 PG: 262, 06/21/2013 at 03:30 PM, RECORDING 10 PAGES
$86.50 M DOC STAMP COLLECTION: $4530.75 INTANGIBLE TAX $2588.82 KEN BURKE,
CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKPR14
| THIS DOCUMENT WAS PREPARED BY, AND | |
| AFTER RECORDING, RETURN TO: | |
| Dentons US LLP | |
| 233 South Wacker, Suite 7800 | |
| Chicago, Illinois 60606 | |
| Attention: Steven R. Davidson, Esq. | |
| SPACE ABOVE THIS LINE FOR RECORDER’S USE |
AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT
by
WATERTON LANSBROOK VENTURE, L.L.C.,
a Delaware limited liability
company, as Mortgagor,
to and in favor of
BANK OF AMERICA, N.A.,
a national banking association,
as Mortgagee
This document serves as a Fixture Filing under the
Florida Uniform Commercial Code
Mortgagor's Organizational Identification Number is
4970971
NOTE TO CLERK: THIS AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT (THIS "AMENDMENT'') AMENDS A PRIOR MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY THE SAME OBLIGOR/MORTGAGOR AND RECORDED IN OFFICIAL RECORDS BOOK 17747, AT PAGES 111 THROUGH 138 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA (THE “PUBLIC RECORDS"). FLORIDA DOCUMENTARY STAMP AND NON-RECURRING INTANGIBLE TAXES DUE ON THE PRIOR MORTGAGE WERE PAID UPON RECORDATION OF SUCH DOCUMENT IN THE PUBLIC RECORDS. THIS AMENDMENT ALSO EVIDENCES A FUTURE ADVANCE IN THE AMOUNT OF $1,294,408.13. ACCORDINGLY, FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $4,530.75 AND NON-RECURRING INTANGIBLE TAX IN THE AMOUNT OF $2,588.81 DUE ON SUCH FUTURE ADVANCE HAVE BEEN PAID UPON RECORDATION OF HIS AMENDMENT.
| RECORDED ELECTRONICALLY | |
| ID CountyPinellas | |
| Date6/19/13 Time12:51pm | |
| www.simplifile.com 800.460.5657 |
| THIS DOCUMENT WAS PREPARED BY, AND | |
| AFTER RECORDING, RETURN TO: | |
| Dentons US LLP | |
| 233 South Wacker, Suite 7800 | |
| Chicago, Illinois 60606 | |
| Attention: Steven R. Davidson, Esq. | |
| SPACE ABOVE THIS LINE FOR RECORDER’S USE |
AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT
by
WATERTON LANSBROOK VENTURE, L.L.C.,
a Delaware limited liability
company, as Mortgagor,
to and in favor of
BANK OF AMERICA, N.A.,
a national banking association,
as Mortgagee
This document serves as a Fixture Filing under the
Florida Uniform Commercial Code
Mortgagor's Organizational Identification Number is
4970971
NOTE TO CLERK: THIS AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT (THIS "AMENDMENT'') AMENDS A PRIOR MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY THE SAME OBLIGOR/MORTGAGOR AND RECORDED IN OFFICIAL RECORDS BOOK 17747, AT PAGES 111 THROUGH 138 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA (THE “PUBLIC RECORDS"). FLORIDA DOCUMENTARY STAMP AND NON-RECURRING INTANGIBLE TAXES DUE ON THE PRIOR MORTGAGE WERE PAID UPON RECORDATION OF SUCH DOCUMENT IN THE PUBLIC RECORDS. THIS AMENDMENT ALSO EVIDENCES A FUTURE ADVANCE IN THE AMOUNT OF $1,294,408.13. ACCORDINGLY, FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $4,530.75 AND NON-RECURRING INTANGIBLE TAX IN THE AMOUNT OF $2,588.81 DUE ON SUCH FUTURE ADVANCE HAVE BEEN PAID UPON RECORDATION OF HIS AMENDMENT.
AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT
ThisAMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT(this "Modification") is entered into as of June 17, 2013 (the "Effective Date"), and is given byWATERTON LANSBROOK VENTURE, L.L.C.,aDelaware limited liability company, whose mailing address is 30 S. Wacker Drive, #3600, Chicago, Illinois 60606, Attn: Erin Ankin, hereinafter called "Mortgagor," toBANK OF AMERICA, N.A., a national banking association, whose mailing address is 135 South LaSalle, Suite 630, Chicago, Illinois 60603, hereinafter called "Mortgagee."
RECITALS:
WHEREAS,pursuant to the terms of that certain Term Loan Agreement dated as of September 28, 2012, between Mortgagor and Mortgagee (the "Loan Agreement"), Mortgagee agreed to make a loan in the maximum amount of $34,000,000.
WHEREAS,to evidence repayment of the Loan, Mortgagor executed and delivered to Mortgagee a Promissory Note dated as of September 28, 2012, in the original principal amount of $34,000,000 (the "Note").
WHEREAS,the Note is secured by, among other things, that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing made by Mortgagor to Mortgagee, dated as of September 28, 2012 and recorded with the Clerk of Court and Comptroller of Pinellas County, Florida, on October 11, 2012 in Official Records Book 17747, at Pages 111 through 138 (the "Mortgage"), which encumbers that certain real property located in Pinellas County, Florida, as more particularly described on Exhibit A of the Mortgage (the "Property").
WHEREAS,on or prior to the date hereof, Mortgagor acquired fee simple interest to the additional condominium units which are listed on Schedule 1-1 which is attached hereto and made a part hereof; such additional condominium units are referred to as the "Additional Units".
WHEREAS,Mortgagor is required as a condition to an additional $1,294,408.13 disbursement under the Loan Agreement, to mortgage the Additional Units as security for the Note and to modify the Mortgage to reflect the addition of such collateral for the Loan.
NOW, THEREFORE,in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Mortgagor and Mortgagee agree as follows:
1. Recitals. The foregoing recitals are true and correct and incorporated by reference herein.
2. Defined Terms. All initially capitalized terms which are used herein but not defined shall have the meanings set forth in the Mortgage.
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3. Additional Collateral. Mortgagor does hereby agree that the Additional Units shall be added to the Mortgage and that the lien of the Mortgage shall be spread to include the Additional Units. Mortgagor further agrees that the Additional Units shall be considered "Units" as such term is defined in the Mortgage.
4. Security. The Mortgage secures (x) the payment of the indebtedness evidenced by the Note, in the principal amount and interest at the rate set forth in the Loan Agreement, together with all renewals, modifications, consolidations and extensions of the Loan Agreement, all additional advances or fundings made by Mortgagee thereunder, and any other amounts required to be paid by Mortgagor under any of the loan documents evidencing or securing the Note, and
(y) the full performance of Mortgagor of all of the terms, covenants and obligations set forth in the Loan. The priority of all of the indebtedness secured by the Mortgage shall be deemed to relate back to the recordation date of the Mortgage.
5. Legal Description. Exhibit A (including Schedule 1 thereto) to the Mortgage is hereby deleted in its entirety and replaced withExhibit A(including Schedule 1 thereto) attached hereto and made a part hereof. Mortgagor hereby grants, bargains, sells, aliens, remises, releases, assigns, mortgages, hypothecates, deposits, pledges, sets over, confirms, warrants, and conveys unto Mortgagee all of the property described in Exhibit A attached hereto, to secure payment of the Obligations.
6. Representations and Warranties. Mortgagor hereby remakes as of the date hereof all of the representations and warranties in Article III of the Mortgage and Article III of the Loan Agreement and for purposes of such representations and warranties, the term "Property" shall include the Additional Units being encumbered pursuant to this Modification.
7. Captions. All headings and captions in this Modification are for convenience of reference only and shall not be used in the interpretation of any provisions of this Modification.
8. Continuing Validity. Mortgagor does hereby ratify and reaffirm its obligations contained in the Mortgage, as modified hereby, as being in full force and effect as of the date of execution and recordation hereof. Except as expressly modified in this Modification, the Mortgage remains unmodified and in full force and effect.
9. Severability. All provisions contained in this Modification are severable and the invalidity or unenforceability of any provisions shall not affect or impair the validity or enforceability of the remaining provisions of this Modification. All of the obligations and agreements of the Mortgagor set forth herein shall survive the recordation of this Modification.
10. Terminology. Where appropriate, all references to the singular shall include the plural and vice versa and all references to any gender shall include the others.
11. Conflict. In the event of any conflict among the terms hereof and the terms of the Mortgage, the terms hereof shall govern and prevail.
12. Governing Law. This Modification shall be construed, governed and enforced in accordance with the Laws in effect from time to time in the State of Florida.
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13. Counterparts. This Modification may be executed in multiple counterparts, all of which shall be deemed originals and with the same effect as if al1 parties had signed the same document. All of such counterparts shall be construed together and shall constitute one instrument
14. Successors and Assigns. Mortgagor shall be deemed to include the respective successors and assigns of Mortgagor. The obligations of Mortgagor, with respect to Mortgagee, shall be limited to the value of its secured Property.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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The parties have entered into this Modification as of the date hereinabove set forth.
MORTGAGOR:
WATERTON LANSBROOK VENTURE, L.L.C., a Delaware limited liability company
| By: | WRPV XI Lansbrook Tampa, L.L.C., a Delaware limited liability company, as manager | ||||||
| By: | Waterton Venture XI Holdings, L.L.C., a Delaware limited liability company, as manager | ||||||
| By: | Waterton Residential Property Venture XI, L.P., a Delaware limited partnership, as a manager | ||||||
| By: | Waterton Residential Property Venture XI (PF-1), L.P., a Delaware limited partnership, as a manager | ||||||
| By: | Waterton Venture XI GP, L.L.C., a Delaware limited liability company, as general partner | ||||||
| By: Waterton Associates L.L.C., an Illinois limited liability company, as sole member | |||||||
| By: | /s/ Peter Vilim | ||||||
| Peter Vilim, a Manager | |||||||
| WITNESS OR ATTEST | ||
| /s/ Angela M. Mostardi | ||
| Name: | Angela M. Mostardi | |
| /s/ Donna Edmonson | ||
| Name: | Donna Edmonson | |
[SEAL]
| 5 |
| STATE OF ILLINOIS | ) |
| COUNTY OF COOK | ) |
The foregoing instrument was acknowledged before me this 13 day of June, 2013 by Peter Vilim, a Manager of Waterton Associates L.L.C., as sole member of Waterton Venture XI GP, L.L.C., as general partner of Waterton Residential Property Venture XI (PF-1), L.P., and Waterton Residential Property Venture XI, L.P., each a manager of Waterton Venture XI Holdings, L.L.C., as manager of WRPV XI Lansbrook Tampa, L.L.C., as manager of WATERTON LANSBROOK VENTURE, L.L.C., a Delaware limited liability company, on behalf of the limited liability company. He ispersonally known to me or has produced as identification.
| /s/ Carolyn Martha Lagor | ||
| Printed Name: | Carolyn Martha Lagor | |
| Notary Public | ||
| Serial Number (if any): My Commission Expires: | ||
(NOTARY SEAL)
Official Seal Carolyn Martha Lagor Notary Public State of Illinois My Commission Expires 08/17/2015 | ||
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Exhibit A
Legal Description
PARCEL 1:
UNITSasshown on Schedule I being in the following:
LANSBROOK VILLAGE CONDOMINIUM, a Condominium according to the Declaration of Condominium thereof, as recorded in O.R. Book 14696, Pages 673 through 874, inclusive and according to the Plat thereof recorded in Condominium Book 139, Pages 42 through 62, inclusive and all amendments thereof, of the Public Records of Pinellas County, Florida, together with an undivided interest in the common elements for each unit described in Schedule 1.
PARCEL 2:
Easements in and to the common areas, as more particularly defined and described in the Declaration of Covenants, Conditions, Restrictions and Easements for The Villages at Lansbrook (The "Villages at Lansbrook Declaration, recorded December 17, 1999, in O.R. Book 10758, Page 763, as further supplemented by the document recorded in O.R. Book 10758, Page 855, as further supplements by the document recorded in O.R. Book 11378, Page 120 and as Amended and Restated by Amended and Restate Declaration of Covenants, Conditions, Restrictions and Easements for Village of Lansbrook, recorded in 0.R. Book 12489, Page 2341, Second Amended and Restate Declaration of Covenants, Conditions, Restrictions and Easements for Villages of Lansbrook recorded October 4, 2004, in O.R. Book 13864, Page 2510, all of the Public Records of Pinellas County, Florida, LESS and EXCEPT those easement areas created under the aforementioned documentation that are located within Parcel 1 described above.
PARCEL 3:
Drainage and retention easements over the drainage area more particularly described and defined in theDeclarationof Drainage Easements andMaintenanceAgreement (the ''Drainage Declaration") recorded October 15, 1993, in O.R. Book 8437, Page 1145, as modified by O.R. Book 9109, Page 1086 and as supplemented by document recorded in O.R. Book 11378, Page 111, all of the Public Records of Pinellas County, Florida.
SCHEDULE 1 to Exhibit A, LEGAL DESCRIPTION
PARCEL 1 con’t:
Cambridge Village "C" Units
| C01-101 C02-101 C03-106 | C01-103 C02-103 C03-201 | C01-104 C02-104 C03-202 | C01-106 C02-201 C03-203 |
C02-202 | C01-201 C03-101 C03-205 | C01-202 C03-102 C04-101 | C01-205 C03-104 C04-102 | C01-206 C03-105 C04-103 |
| C04-104 | C04-201 | C04-203 | C04-204 | C05-104 | C05-105 | C05-106 | C05-202 | C05-203 |
| C05-205 | C05-206 | C06-101 | C06-102 | C06-103 | C06-104 | C06-201 | C06-203 | C06-204 |
| C07-104 | C07-105 | C07-106 | C07-201 | C07-202 | C07-204 | C07-206 | C08-101 | C08-104 |
| C08-201 | C08-203 | C08-204 | C09-101 | C09-102 | C09-103 | C09-104 | C09-201 | C09-202 |
| C09-203 | C09-204 | C10-102 | C10-103 | C10-104 | C10-105 | C10-106 | C10-201 | C10-202 |
| C10-203 | C10-205 | C10-206 | C11-101 | C11-102 | C11-103 | C11-201 | C11-202 | C11-203 |
| C12-101 | C12-104 | C12-201 | C12-203 | C13-101 | C13-102 | C13-104 | C13-201 | C13-203 |
| C13-204 | C14-102 | C14-104 | C14-201 | C14-202 | C14-204 | C15-101 | C15-102 | C15-104 |
| C15-201 | C15-202 | C15-204 | C16-101 | C16-102 | C16-104 | C16-201 | C16-202 | C16-203 |
| C16-204 | C17-103 | C17-104 | C17-201 | C17-202 | C17-203 | C17-204 | C18-101 | C18-102 |
| C18-103 | C18-104 | Cl8-201 | C18-202 | C18-203 | C18-204 | C19-104 | C19-201 | C19-203 |
| C19-204 | C20-101 | C20-104 | C20-201 | C20-204 | C21-101 | C21-102 | C21-103 | C21-104 |
| C21-201 | C21-202 | C2l -203 | C22-103 | C22-104 | C22-105 | C22-l06 | C22-204 | C22-205 |
| C22-206 | C23-101 | C23-102 | C23-l 03 | C23-104 | C23-l05 | C23-106 | C23-201 | C23-202 |
| C23-203 | C23-204 | C23-205 | C23-206 | C24-101 | C24-102 | C24-103 | C24-201 | C24-203 |
| C24-204 | C25-I01 | C25-102 | C25-104 | C25-105 | C25-201 | C25-203 | C25·204 | C25-205 |
| C25-206 | C26-101 | C26-102 | C26-104 | C26-201 | C26-203 | C26-204 |
Hampton Village "H" Units
| H01 -102 H02-105 H04-106 H06-203 H06-306 | H01-103 H02-106 H05-103 H06-204 H06-307 | H0l -104 H02-108 H05-104 H06-207 H06-308 | H0l-106 H03-103 H06-101 H06-208 H07-102 | H01-107 H03-104 H06-102 H06-301 H07-103 | H01-108 H03-105 H06-107 H06-302 H08-101 | H02-101 H03-I06 H06-108 H06-303 H08-103 | H02-103 H03-107 H16-201 H06-304 H09-102 | H02-104 H04-101 H06-202 H06-305 H09-I03 |
| H09-104 | H09-l05 | H09-106 | H09-107 | H09-108 | H10-101 | H10-102 | H10-103 | H10-106 |
| H10-107 | H10-108 | H10-203 | H10-204 | H10-205 | H10-206 | H10-207 | H10-301 | H10-302 |
| H10-304 | H10-306 | H10-307 | H10-308 | H11-103 | H11-105 | H11-106 | H11-107 | H11-108 |
| H11-109 | H12-101 | H12-102 | H12-l03 | H12-104 | H12-105 | H12-106 | H12-107 | H12-108 |
| H12-201 | H12-202 | H12-203 | H12-205 | H12-206 | H12-207 | H12-208 | H12-301 | Hl2-302 |
| H12-304 | H12-305 | Hl 2-306 | H13-103 | H13-104 | H13-105 | H14-101 | H14-102 | H14-104 |
| H14-105 | H15-101 | H15-106 | H15-108 | H16-104 | H16-105 | H16-106 | H16-107 | H16-108 |
| H16-201 | H16-202 | H16-203 | H16-204 | H16-205 | H16-206 | H16-207 | H16-208 | H16-301 |
| H16-302 | H16-304 | H16-306 | H16-307 | H16-308 | H17-102 | H17-104 | H17-105 | H17-106 |
| H17-107 | H18-l01 | H18-102 | H18-103 | H18-104 | HI 8-105 | H18-106 | H18-108 | H19-l02 |
| A-8 |
| H19-103 | H19-104 | H19-105 | H19-106 | H20-101 | H20-102 | H20-103 | H20-104 | H20-105 |
| H21-103 | H21-105 | H21-107 | H21-108 | H21-109 | H21-110 | H22-103 | H22-104 | H22-106 |
| H22-107 | H22-108 | H22-109 | H22-110 | H23-101 | H23-102 | H23-103 | H23-104 | H23-105 |
| H23-106 | H24-101 | H24-102 | H24-103 | H24-105 | H24-l08 | H23-109 |
Windsor Village "W" Units
| W01-101 W03-204 | W0l-204 W04-102 | W02-104 W04-104 | W02-201 W04-204 | W02-203 W05-101 | W03-101 W05-104 | W03-201 W06-101 | W03-202 W06-102 | W03-203 W06-104 |
| W06-203 | W06-204 | W07-101 | W07-103 | W07-104 | W07-201 | W07-202 | W07-203 | W07-204 |
| W08-101 | W08-102 | W08-104 | W08-201 | W08-202 | W08-204 | W09-104 | W09-105 | W10-101 |
| W10-103 | W10-105 | W11-104 | W11 -106 | W12-101 | W12-103 | W12-104 | W12-105 | W12-106 |
| W13-102 | W13-105 | W13-106 | W14-102 | W14-103 | W14-104 | W15-101 | W15-102 | W15-103 |
| W15-104 | W15-105 | WI5-106 | W16-102 | W16-103 | W16-104 | W16-105 | W17-101 | W17-103 |
| W18-101 | W18-102 | W18-103 | W18-104 | W18-201 | W18-202 | W18-203 | W18-204 | W19-101 |
| W19-201 | W19-204 | W20-102 | W20-103 | W20-104 | W20-203 | W2l -101 | W21-102 | W21-103 |
| W21-201 | W21-202 | W21-204 | W22-101 | W22-102 | W22-103 | W22-104 | W22-202 | W22-203 |
| W22-204 | W23-101 | W23-102 | W23-104 | W23-202 | W23-203 | W24-101 | W24-102 | W24-103 |
| W24-104 | W24-202 | W24-203 | W24-204 | W25-101 | W25-102 | W25-103 | W25-104 | W25-203 |
| W26-101 | W26-102 | W26-103 | W26-104 | W26-201 | W26-202 | W27-202 | W28-102 | W28-103 |
| W28-202 | W28-203 | W29-102 | W29-103 | W30-101 | W30-102 | W30-201 | W31-101 | W31-103 |
| W31-104 | W32-101 | W32-103 | W33-101 | W33-104 | W34-101 | W34-105 | W35-101 | W35-102 |
| W35-104 | W35-105 | W35-106 | W36-103 | W36-106 | W37-101 | W37-102 | W34-103 | W37-104 |
| W37-105 W41-103 | W38-101 W41-104 | W38-104 | W38-106 | W39-101 | W39-105 | W40-101 | W41-101 | W41-102 |
Other
Units
| C19-102 | C08-202 | C20-103 | C25-103 | |||||
| H06-206 | H10-201 | H10-303 | H11-110 | H15-102 | H15-104 | H15-110 | H16-305 | H22-105 |
| W03-102 | ||||||||
| W11-101 | W10-102 | W36-105 | W26-204 | W27-201 | W36-102 | W8-203 | W20-101 | W33-106 |
| W25-204 | ||||||||
| H0l-105 | H05-101 | H06-104 | H06-106 | H16-103 | H17-103 | H22-101 | ||
| C05-204 | C08-103 | C10-101 | C12-102 | C12-202 | C19-103 | |||
| W01-201 | W05-201 | W05-204 | W07-102 | W10-104 | Wl2-102 | W16-101 | W19-102 | W19-104 |
| W21-104 | W27-102 | W27-203 | W28-101 | W28-104 | W28-204 | W29-204 | W30-103 |
| A-9 |
SCHEDULE 1-1
Additional Units
| H01-105 | H05-101 | H06-104 | H06-106 | H16-103 | H17-103 | H22-101 | ||
| C05-204 | C08-103 | C10-101 | C12-102 | C12-202 | C19-103 | |||
| W01-201 | W05-201 | W05-204 | W07-102 | W10-104 | W12-102 | W16-101 | W19-102 | W19-104 |
| W21-104 | W27-102 | W27-203 | W28-101 | W28-104 | W28-204 | W29-204 | W30-103 |
| A-10 |