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Exhibit 10.49
- --------------------------NUMBER FORTY THREE (43)------------------------------
- ----------------------DEED OF CONSTITUTION OF MORTGAGE-------------------------
- ---In the City of San Juan, Commonwealth of Puerto Rico, this twenty third
(23rd) day of June, Two Thousand (2000).---------------------------------------
- -----------------------------------BEFORE ME-----------------------------------
- ---JUAN C. SALICHS POU, Attorney-at-Law and Notary Public in and for the
Commonwealth of Puerto Rico, with residence in Guaynabo, Puerto Rico, and an
office on the fifth (5th) floor of Torre BBV, at two hundred fifty four (254)
Munoz Rivera Avenue, Hato Rey, San Juan, Puerto Rico.---------------------------
- ------------------------------------APPEAR--------------------------------------
- ---AS OF THE FIRST PART: CADENA ESTEREOTEMPO, INC. (hereinafter referred to as
"Mortgagor"), a corporation duly organized and validly existing under the laws
of the Commonwealth of Puerto Rico, Federal Employer Identification Number
66-0473159, represented by its Chief Financial Officer and Executive Vice
President, Joseph A. Garcia, also known as Jose Antonio Garcia Sobrino, who is
of legal age, married, business executive, and resident of Miami, Florida, who
is authorized to appear herein on behalf of Mortgagor as per the Certificate of
Resolution executed in San Juan, Puerto Rico on even date herewith bearing
affidavit number one thousand four hundred eighty seven (1487) of Notary Public
Juan C. Salichs Pou.-----------------------------------------------------------
- ---AS PARTY OF THE SECOND PART: BANCO BILBAO VIZCAYA PUERTO RICO (hereinafter
referred to as the "Mortgagee"), a banking corporation duly organized and
validly existing under the laws of the Commonwealth of Puerto Rico, with
Federal Employer Identification
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Number 66-0274576, herein represented by its Executive Vice President, Norberto
Gonzalez Perez, of legal age, married, bank executive and resident of San Juan,
Puerto Rico, and by its Branch Manager, Edgardo Fumero Acosta, of legal age,
married, bank executive and resident of San Juan, Puerto Rico, who are
authorized to appear on behalf and in representation of the Mortgagee, as per
the Certificate of Resolution executed on the sixteenth (16th) day of June, Two
Thousand (2000) before Notary Public Nilda M. Vazquez.----I, the Notary, hereby
certify and attest that I personally know the persons appearing herein and from
their statements, I also attest as to their age, civil status, occupations and
residences. The persons appearing herein assure me that they have and in my
judgment they do have the legal capacity necessary for this act, and for that
purpose they freely and voluntarily,-------------------------------------------
- -----------------------------------SET FORTH-----------------------------------
- ---FIRST: The Mortgaged Property. The Mortgagor is the owner of record, with
valid, good and marketable fee simple title ("pleno domino") of the real
property described in paragraph SIXTEENTH of this Deed.------------------------
- ---SECOND: The Mortgage Note. Simultaneously herewith Mortgagor has subscribed
before me a mortgage note (hereinafter called the "Mortgage Note"), which is
copied literally in paragraph FIFTEENTH hereof.--------------------------------
- ---THIRD: Creation of Mortgage. In order to guarantee and secure:--------------
- -----(i) the full and complete payment of the principal of and the interest on
the Mortgage Note;-------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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- -----(ii) the performance and observance of the terms therein and herein
contained;--------------------------------------------------------------
- -----(iii) an additional credit in the amount set forth in paragraph
SEVENTEENTH hereof to cover interest in addition to that secured by law (herein
after called the "Interest Credit");-------------------------------------------
- -----(iv) an additional credit in the amount set forth in paragraph
SEVENTEENTH hereof to cover any amounts that may be paid by or advanced by the
holder of the Mortgage Note hereunder; together with interest thereon
(hereinafter called the "Credit for Additional Advances"); and-----------------
- -----(v) an additional credit (hereinafter called the "Credit for Liquidated
Damages") in the amount set forth in paragraph SEVENTEENTH hereof as a
liquidated and agreed amount payable without necessity for further liquidation
or approval by any court, to cover the costs and expenses (including attorneys'
fees) of the Mortgagee in the event that the Mortgagee shall have recourse to
the courts or to any other governmental agency in order to collect all or any
part of the principal thereof or any interest thereon (by foreclosure or other
proceedings or action), Mortgagor hereby grants, constitutes and creates a
voluntary mortgage (the "Mortgage") and security interest in favor of the
Mortgagee or any present or future holder of the Mortgage Note, by endorsement,
delivery or otherwise on the parcel of land described in Paragraph SIXTEENTH
hereof (the "Parcel") and the following additional property (hereinafter
collectively called the "Mortgaged Property"):---------------------------------
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- -------(a) the Parcel and all of the buildings, structures, additions, fixtures,
improvements, appurtenances and facilities now or hereafter located thereon or
hereafter erected or placed on said property and all materials intended for the
construction, reconstruction, alteration and repair of such buildings or
improvements now or hereafter erected thereon, all of which materials shall be
deemed to be included within the Mortgaged Property immediately upon the
delivery thereof to the Mortgaged Property;------------------------------------
- -------(b) all of the rights, title and interest of the Mortgagor, in and to,
all and singular, the tenements, hereditaments, rights of way, easements,
appendages and appurtenances, licenses, passages, waters, water rights,
riparian rights, and other rights, liberties and privileges thereof or in any
way or hereafter appertaining, including any other claim at law or in equity,
as well as any after acquired title, franchise or license and the reversion and
reversions and remainder and remainders thereof and any other real property
belonging or appertaining to the Mortgaged Property, and all of the right,
title and interest of the Mortgagor in and to any streets, ways, alleys, strips
or gores of and adjoining the Mortgaged Property or any part thereof;----------
- -------(c) all renewals and replacements of, substitutions for and additions to
the property described in subparagraphs (a) and (b) above, and all other real
property now owned or hereafter acquired by Mortgagor and enjoyed in common
with or in any way appertaining to such property as well as all real properties
which may be consolidated or grouped with the Mortgaged Property;--------------
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- -------(d) all chattels that may be removed without breaking the material or
deteriorating the object and that are presently or hereafter permanently
placed on the Mortgaged Property, either for its decoration, comfort or
development, or for commercial, office of industrial use;----------------------
- -----(e) All machinery, furniture, furnishings, equipment, computer software
and hardware which are deemed to be fixtures (including, without limitation,
all air conditioning, plumbing, lighting, communications and elevator fixtures)
every kind and nature, whatsoever owned by Mortgagor, or in which Mortgagor has
or shall have an interest, now or hereafter located upon the Mortgaged Property
or any part thereof, or appurtenant thereto, and usable in connection with the
present or future operation and occupancy of the Mortgaged Property, enjoyment
and occupancy of the Mortgaged Property, and the proceeds of any sale or
transfer of the foregoing and all other property which under the Civil Code of
Puerto Rico may properly be characterized or classified as real or immovable
property either by nature or destination;--------------------------------------
- -------(f) All proceeds of and any unearned premiums on any insurance policies
covering the Mortgaged 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 Mortgaged Property or any part thereof;
- -------(g) all awards, compensations and payments in respect of any taking by
condemnation or eminent domain of any of the foregoing; and-------------------
- -------(h) all proceeds, products, offspring, rents, earnings, revenues, issue
and profits from any of the
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foregoing, including, without limitation, those from sale, exchange, transfer,
collection, loss, damage, disposition, substitution or replacement of any of
the foregoing.------------------------------------------------------------------
- ---FOURTH: Condemnation. In the event of a taking of all or any part of the
Mortgaged Property as a result of or in lieu or in anticipation of the exercise
of the right of condemnation or eminent domain, or a change of grade adversely
affecting the Mortgaged Property, Mortgagee shall be entitled to receive and to
be applied as described below, all awards and payments on account of such
taking not to exceed the amounts covered by this Mortgage. Mortgagor will pay
all costs and expenses (including, without limitation, reasonable attorneys'
fees and expenses) of Mortgagee in connection with any such taking and seeking
and obtaining any award or payment in respect thereof. All awards and payments
collected by Mortgagee, after the payment of costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) incurred in the
seeking and obtaining thereof, shall be applied by Mortgagee to the payment of
the Mortgage Note or of any notes or obligations for which the Mortgage Note
is assigned or pledged as security or in such other manner as may be provided
in the pledge agreement or other instrument under which the Mortgage Note is
assigned or pledged, or as otherwise agreed by Mortgagor and Mortgagee in
writing.------------------------------------------------------------------------
- ---FIFTH: Insurance. As provided in Article One Hundred Sixty (160) of the
Mortgage and Property Registry Act of Puerto Rico, Act Number One Hundred
Ninety-eight (198) of August ten (10), Nineteen Hundred
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Seventy-nine (1979), Thirty Laws of Puerto Rico Annotated Two Thousand Five
Hundred Fifty-six (30 L.P.R.A. 2556), this Mortgage shall be extensive to, and
shall cover, all indemnities to which the Mortgagor may be entitled under any
policy of insurance covering the Mortgaged Property or any part thereof, and
Mortgagee shall be entitled to receive directly from the underwriters all
payments which become due under any such policy(ies) of insurance. Such
payments, after deducting therefrom all costs and expenses (including, but
without limitation, reasonable attorneys' fees and expenses) incurred in the
collection thereof, shall be applied on account of the payment of the Mortgage
Note or of any notes or obligations for which the Mortgage Note may be assigned
or pledged as security or in such other manner as may be provided in the pledge
agreement or other instrument under which the Mortgage Note is assigned or
pledged, or as otherwise agreed by Mortgagor and Mortgagee in writing.----------
- ---SIXTH: Additional Advances. If Mortgagor should fail to make punctual
payment of all Impositions (as defined in paragraph TWELFTH hereof), or should
fail to maintain insurance coverage on the Mortgaged Property as required
under the pledge agreement or other instrument under which the Mortgage Note is
assigned or pledged to the Mortgagee or as required under any other written
agreement between Mortgagor and Mortgagee, or if Mortgagor should fail to
discharge any mortgage, lien, encumbrance or charge upon the Mortgaged
Property, or any part thereof, which is prohibited by the terms hereof or of
the pledge agreement or other instrument under which the Mortgage Note is
assigned or pledged or by the terms of any
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other written agreement between Mortgagor and Mortgagee, or should fail to
maintain the Mortgaged Property in good condition, normal wear and tear excepted
or should fail to perform any other term or covenant hereof or of such pledge
agreement or other instrument or written agreement, then Mortgagee, after
written notice to Mortgagor (provided, however, that failure by Mortgagee to
give such notice to the Mortgagor shall not affect its rights under this
Article) and without waiving or releasing any obligation or default, may (but
shall be under no obligation to) at any time thereafter advance such funds as
may in Mortgagee's reasonable judgment be needed for the purpose of performing
such terms or covenants, and Mortgagee may, in such event, take such other and
further action in the premises as it may consider necessary or appropriate for
such purposes. All sums so advanced or paid by Mortgagee and all costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) so incurred, together with interest thereon at the rate set forth in
the Mortgage Note from the date of payment or incurring, shall constitute
additional indebtedness secured by this Mortgage and shall be paid by Mortgagor
to Mortgagee on demand.--------------------------------------------------------
- ---SEVENTH: Further Assurances; Additional Security. Mortgagor, at its
expense, will execute, acknowledge, deliver and record all such instruments and
take all such action as Mortgagee from time to time may reasonably request for
better assuring to Mortgagee the properties and rights hereby mortgaged and
assigned or intended so to be. Without notice to or consent of Mortgagor, and
without impairment of the lien of and
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rights under this Mortgage, Mortgagee may take (but Mortgagor shall not be
obligated to furnish) from Mortgagor or from any other person or persons
additional security for the Mortgage Note or for the obligations secured by the
assignment or pledge of the Mortgage Note; and neither the giving of this
Mortgage nor the acceptance of any such additional security shall prevent
Mortgagee from resorting first to such additional security, or to the security
created by this Mortgage, in either case without affecting Mortgagee's lien and
rights under this Mortgage.-------------------------------------------
- ---EIGHTH: Default. In case the Mortgagor shall fail to pay any principal of
or accrued interest on the Mortgage Note on demand by the Mortgagee, or shall
fail to pay any principal of or accrued interest when due on any obligation for
which the Mortgage Note or this Mortgage shall have been assigned or pledged as
security, or there shall be any breach of any other condition or covenant under
the pledge agreement or other instrument under which the Mortgage Note is
assigned or pledged to the Mortgagee, or an Event of Default ("Causa de
Incumplimiento" o "Evento de Incumplimiento") (as such term is defined in the
pledge agreement or other instrument under which the Mortgage Note is assigned
or pledged to the Mortgagee) shall have occurred and be continuing, then at any
time thereafter Mortgagee may, at its election:-------
- -----(i) proceed to enforce the payment of the Mortgage Note and/or to
foreclose the lien of this Mortgage as against all or any part of the Mortgaged
Property (by summary proceedings or otherwise) and to have the same sold under
the judgment or decree of a court of competent jurisdiction;-------------------
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- -----(ii) to the extent permitted by law, enter upon and take possession of the
Mortgaged Property or any part thereof, by force, summary proceedings,
ejectment or otherwise, remove Mortgagor and all other persons and any and all
properties therefrom, hold, operate and manage the same and receive all
earnings, income, rents, issue and proceeds accruing with respect thereto or
any part thereof. In connection with any of the foregoing, Mortgagee shall as a
matter of right and without regard to the solvency of the Mortgagor or the
adequacy of the security for the indebtedness from Mortgagor to Mortgagee,
be entitled to the appointment of a receiver for all or any part of the
Mortgaged Property, whether such receivership be incidental to a proposed sale
of the Mortgaged Property or otherwise, and Mortgagor hereby consents to the
appointment of such a receiver and agrees that it will not oppose any such
appointment. Said receiver shall have the broadest powers and faculties
usually granted to a receiver by the court and his appointment shall be made
by the court as a matter of absolute right granted to the Mortgagee.-----------
- ---NINTH: Foreclosure Valuation. In compliance with Article One Hundred
Seventy-nine (179) of the Mortgage and Property Registry Act of Puerto Rico,
Act Number One Hundred Ninety-eight (198) of August ten (10), Nineteen Hundred
Seventy-nine (1979), Thirty Laws of Puerto Rico Annotated Two Thousand Five
Hundred Seventy-five 30 L.P.R.A. 2575), Mortgagor hereby declares and agrees
that the value of the Mortgaged Property is as set forth in paragraph
SEVENTEENTH hereof under the title "Foreclosure Valuation".--------------------
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- ---TENTH: Foreclosure. In the event that the Mortgage Note is assigned or
pledged or otherwise encumbered as collateral security for the payment of any
other note or obligation of the Mortgagor or of any other person, the Mortgagor
agrees:------------------------------------------------------------------------
- -----(a) That Mortgagee may foreclose this Mortgage and may exercise all other
rights, remedies, powers and privileges provided herein or now or hereafter
existing at law, in equity, by statute, or otherwise, without first foreclosing
the pledge or other lien so constituted upon the Mortgage Note, to the same
extent and with the same force and effect as if the Mortgage Note had been
assigned or transferred directly to Mortgagee rather than assigned or pledged
as collateral security, provided that nothing contained in this paragraph TENTH
shall relieve Mortgagee from the obligation to comply with the terms of the
pledge agreement or other instrument under which the Mortgage Note is assigned
or pledged.--------------------------------------------------------------------
- -----(b) That Mortgagor will not exercise any right which it may have to cancel
the recordation of the Mortgage by reason of lapse of time counted from the
date of the constitution of the Mortgage either under the provisions of Article
One Hundred Forty-five (145) of the Mortgage Law of Puerto Rico, Act Number One
Hundred Ninety-eight (198) of August ten (10), Nineteen Hundred Seventy-nine
(1979), Thirty Laws of Puerto Rico Annotated Two Thousand Four Hundred
Sixty-nine (30 L.P.R.A. 2469) or otherwise and further agrees, whenever
requested by the Mortgagee, to execute and file in the appropriate Registry, at
Mortgagor's cost and expense, any and all supplemental instruments which may be
necessary or convenient for the preservation
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of the lien of the Mortgage until full payment of the Mortgage Note and the
note or obligations secured by the pledge or assignment of the Mortgage Note.
Without limiting the generality of the foregoing, Mortgagor agrees that, unless
the Mortgagee shall consent in writing to the cancellation of the Mortgage at
an earlier date, the Mortgage shall be conclusively presumed to subsist for a
period of twenty-five (25) years from the date of its constitution; and the
Mortgagor does hereby waive any right which it may otherwise have under said
Article One Hundred Forty-Five (145) of the Mortgage Law to apply for an
earlier cancellation of the record of the Mortgage.----------------------------
- ---ELEVENTH: Expenses. All costs and expenses of this Deed, of a certified copy
or copies thereof, and of the registration of this instrument in the proper
public registry; all expenses of such additional documentation as may hereafter
be required, including the registration thereof in a proper public registry, if
such be required; and all expenses of all documents of cancellation, including
the cost of registration thereof, shall be for the account of Mortgagor.-------
- ---TWELFTH: Definitions. As used in this Mortgage, the term "Impositions"
shall mean all real estate and other taxes, all assessments (including, without
limitation, all assessments for public improvements or benefits, whether or not
commenced or completed prior to the date hereof or while this Mortgage is in
force), water, sewer, electricity, utility and other rents, rates and charges,
excises, levies, license fees, permit fees, inspection fees and other
authorization fees and other charges, in each case
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whether general or special, ordinary or extraordinary, or foreseen or
unforeseen, of every character (including all penalties or interest thereon),
which at any time may be assessed, levied, confirmed or imposed on or in
respect of or be a lien upon (a) the Mortgaged Property or any part thereof or
any rents, issues, income, profits or earnings therefrom or any estate, right
or interest therein, or (b) any occupancy, use or possession of or sales from
the Mortgaged Property or any part thereof, or (c) this Mortgage, any interest
herein or any payments due from the Mortgagor under the terms of this Mortgage
or the Mortgage Note; excepting, however, the income taxes now or hereafter
imposed by the United States under the Internal Revenue Code of Nineteen
Hundred Eighty-six (1986), as amended, and by the Commonwealth of Puerto Rico
under the Puerto Rico Internal Revenue Code of Nineteen Hundred Ninety-four
(1994), as amended, or under any other Act of Congress or Act of the
Legislature of Puerto Rico of the same nature, modifying, amending, or
substituting the statutes above mentioned.------------------------------------
- ---THIRTEENTH: Miscellaneous. All of the terms of this Mortgage shall apply to
and be binding upon the successors and assigns of Mortgagor and all persons
claiming under or through Mortgagor or any such successor or assign, and shall
inure to the benefit of Mortgagee. Neither this Mortgage nor any term hereof
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by Mortgagor and Mortgagee, notice of which is
endorsed on the Mortgage Note.-------------------------------------------------
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- ---FOURTEENTH: Other Terms and Conditions. The following terms and conditions
are made a part of this Mortgage and shall apply to and be binding upon the
successors and assigns of Mortgagor and all persons claiming under or through
Mortgagor or any such successors or assigns, and shall inure to the benefit of
Mortgagee. Additionally, if any of the terms and conditions contained in this
paragraph shall be inconsistent or contrary to any other terms and conditions
contained in this Deed, the terms and conditions of this paragraph shall
prevail.-----------------------------------------------------------------------
- -----(a) Representations and Warranties. In addition to all other
representations made by the Mortgagor to the Mortgagee, the Mortgagor hereby
represents and warrants to the Mortgagee as follows:---------------------------
- -------(i) No Leases. There are presently in effect no leases of the Mortgaged
Property or any part thereof other than those which have been disclosed in
writing to the Mortgagee.------------------------------------------------------
- -------(ii) Execution, Delivery and Enforceability. Mortgagor is duly authorized
to make and enter into this Mortgage and to carry out the transactions
contemplated by this Mortgage and the Mortgage Note. This Mortgage and the
Mortgage Note have been duly executed and delivered by Mortgagor and are the
legal, valid and binding obligations of Mortgagor, enforceable in accordance
with their respective terms.---------------------------------------------------
- -------(iii) Compliance with Law. Except as otherwise disclosed in writing by
Mortgagor to Mortgagee, the Mortgaged Property is in compliance in all material
respects with all applicable laws and governmental regulations, including but
not limited to those governing zoning, land use, subdivision control,
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health, safety, fire protection and protection of the
environment.-------------------------------------------------- (iv) No
Conflicts. The execution and delivery of this Mortgage does not, and the
performance and observance of the terms hereof will not, contravene in any
material respect any provision of existing law or governmental regulations, and
will not conflict with or result in any breach of any material terms, conditions
or provisions of, or constitute a default under or result in or permit the
creation or imposition of any charge or encumbrance upon any of the properties
of Mortgagor pursuant to any indenture, mortgage or other agreement or
instrument to which Mortgagor is a party or by which its properties are bound.
- ------------------------------- (v) Governmental Approvals. No approval,
authorization or other action by, or filing with, any federal, state, or local
commission, board or agency, is required under existing law in connection with
the execution and delivery by Mortgagor of this Mortgage, except for a filing of
a certified copy hereof in the appropriate Section of the Registry of Property
of Puerto Rico. ---------------------------------------------------- (vi) Title.
Mortgagor is the owner of the Mortgaged Property in fee simple ("pleno dominio")
and to all rights and titles appertaining thereto. ----------------- (vii) Liens
and Encumbrances. Except as may be otherwise stated in paragraph SIXTEENTH of
this Deed, the Mortgaged Property is free and clear of all liens and
encumbrances whatsoever on a parity with or superior to the lien of this
Mortgage. ---------------------------------- (viii) Impositions. All Impositions
required to have been paid on the Mortgaged Property on or prior to the date of
this Deed have been paid, except to the
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extent that the validity thereof is being contested in good faith by proper
proceedings and with respect to which adequate reserves have been made and set
aside for the payment thereof. ----------------------------- (b) Certain
Covenants and Conditions. Mortgagor covenants and agrees as follows:------------
- ------------------------------------------------------------------------------
(i) Provision for Payment of Governmental Charges and Other Obligations. To
assure the payment of all Impositions, taxes, charges, sewer use fees, water
rates, ground rents and assessments of every name and nature, or any other
obligation which may have or acquire priority over this Mortgage, and which are
assessed or payable with regard to the Mortgaged Property, the Mortgagor, if so
requested by the Mortgagee, shall deposit with the Mortgagee, on the first day
of each month, a sum determined by the Mortgagee to be sufficient to provide, in
the aggregate, a fund adequate to pay any such amounts at least ten (10) days
before the same become delinquent; and whenever the Mortgagee determines sums
accumulated under the provisions of this section to be insufficient to meet the
obligation for which such deposits were made, the Mortgagor shall pay, upon
demand by the Mortgagee, any amount required to cover the deficiency therein.
Every such deposit may, at the option of the Mortgagee, be applied directly
against the obligation with reference to which it was made, or, to the fullest
extent permitted by law, any other obligation the Mortgagor secured hereby. Such
deposits may, to the fullest extent permitted by law, be commingled with other
assets of the Mortgagee and, in the discretion of the Mortgagee, invested by the
Mortgagee for its own account, without any obligation to pay income from
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such investment, or interest on such deposits, to the Mortgagor, or to account
to Mortgagor for such income in any manner.-------------------------------------
- ------------------------------------------- (ii) Maintenance of Mortgaged
Property: Alterations. Mortgagor shall keep and maintain the Mortgaged Property
in good repair and condition (ordinary wear and tear excepted), shall make all
such necessary and proper repairs, replacements, additions and improvements
thereto as shall be reasonably necessary for the proper conduct of its business
thereon, and shall not permit or commit waste on the Mortgaged Property.
Mortgagor shall make or cause to be made, as and when the same shall become
reasonably necessary, all structural and non-structural, exterior and interior,
ordinary and extraordinary, repairs, renewals and replacements reasonably
necessary to that end. Mortgagor shall not permit any removal or alteration of
anything which constitutes a part of the Mortgaged Property, without the prior
written consent of the Mortgagee. Mortgagor shall permit the Mortgagee to enter
the Mortgaged Property, at any reasonable time, to determine whether Mortgagor
is in compliance with its obligations under this Mortgage. All construction on
the Mortgaged Property shall comply with, and each and every part of the
Mortgaged Property shall be maintained and used in accordance with, all
applicable federal, state, commonwealth and local laws and governmental
regulations, and any lawful private restrictions or other requirements or
provisions, relating to the maintenance or use thereof.
- ----------------------------------- Notwithstanding the above, the Mortgagor
shall have the right, at any time and from time to time, to remove and dispose
of machinery and equipment on, or forming
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a part of, the Mortgaged Property that may have become obsolete or unfit
for use or that is no longer useful in the operation of the building now
or hereafter constituting a portion of the Mortgaged Property or in the
business conducted thereupon. The Mortgagor agrees promptly to replace
such machinery and equipment with other machinery and equipment which is
substantially of the same character and of equal usefulness and quality,
free of superior title, liens or claims, except as otherwise permitted
or agreed by the Mortgagor and the Mortgagee in writing.----------------
-------- (c) Environmental Assessments. In addition to the Mortgagee's
rights provided hereunder, the Mortgagee may, at its election, obtain
one or more environmental assessments of the Mortgaged Property
prepared by a geohydrologist, an independent engineer or other
qualified consultant or expert approved by the Mortgagee evaluating or
confirming (i) whether any hazardous substances or other toxic
substances are present in the soil or water at or adjacent to the
Mortgaged Property and (ii) whether the use and operation of the
Mortgaged Property comply with all Applicable Environmental Law (as
defined hereinafter) relating to air quality, environmental control,
release of oil, hazardous materials, hazardous wastes and hazardous
substances, and any and all other applicable environmental laws.
Environmental assessments may include detailed visual inspections of
the Mortgaged Property including, without limitation, any and all
storage areas, storage tanks, drains, dry wells and leaching areas, and
the taking of soil samples, surface water samples and ground water
samples, as well as such other investigations or analysis as are
necessary or
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appropriate for a complete determination of the compliance of the
Mortgaged Property and the use and operation thereof with all Applicable
Environmental Laws. The Mortgagor shall be responsible for payment of
the cost and expense of any such environmental assessment. Mortgagee
shall minimize interference with Mortgagor's ongoing business on the
Mortgaged Property during any such environmental assessments.----------
-------------------(d) Hazardous Substances. Mortgagor represents that
neither Mortgagor nor, to the best of its knowledge, any other person
has (1) used or installed any Hazardous Materials (hereinafter defined)
on, from, or affecting the Mortgaged Property in violation of any
Applicable Environmental Law (as defined below); or (ii) received any
notice from any governmental authority with regard to Hazardous
Materials on, from or affecting the Mortgaged Property. Mortgagor
covenants that the Mortgaged Property shall be kept free of Hazardous
Materials and shall not be used to generate, manufacture, refine,
transport, treat, store, handle, dispose, transfer, produce or process
Hazardous Materials in violation of any Applicable Environmental Laws
(as defined below), and Mortgagor shall not cause or permit, as a result
of any intentional or unintentional act or omission on the part of
Mortgagor or any tenant or subtenant, the installation of Hazardous
Materials in or on the Mortgaged Property or a release of Hazardous
Materials onto the Mortgaged Property or suffer the presence of
Hazardous Materials on the Mortgaged Property in violation of any
Applicable Environmental Laws (as defined below). Mortgagor shall
comply with and take all necessary steps to ensure compliance in all
material respects
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by all tenants and subtenants with all applicable federal, state and
local laws, ordinances, rules and regulations, with respect to Hazardous
Materials, and shall keep the Mortgaged Property free and clear of any
liens imposed pursuant to any federal, state, or local environmental law,
ordinance, rule, or regulation including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 6901 et seq.) (all of the foregoing being collectively referred
to as "Applicable Environmental Laws") and the regulations adopted and
publications promulgated pursuant thereto at any time. In the event that
Mortgagor receives any notice from any governmental authority with regard
to Hazardous Materials on, from or affecting the Mortgaged Property, or
any notice of violation of Applicable Environmental Laws, Mortqagor shall
promptly notify Mortgagee. Mortgagor shall conduct and complete all
investigations, studies, sampling, and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Mortgaged Property as required by the
Applicable Environmental Laws and to the reasonable satisfaction of
Mortgagee. For purposes of this paragraph, "Hazardous Materials" shall
include, without limitation, any flammable explosives, radioactive
materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, or related materials, asbestos or any material containing
asbestos, or any
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other substance or material regulated under any Applicable Environmental Laws.
Mortgagor shall indemnify, defend and hold Mortgagee harmless from and against
any losses, reasonable expenses, liabilities and claims arising from any breach
or default by Mortgagor of its representations, obligations and/or covenants
under this paragraph, including, without limitation, enforcing the obligations
of the Mortgagor under this paragraph and including, without limitation,
reasonable attorneys' fees. The obligations, liabilities, and indemnification
agreement of Mortgagor under this paragraph shall survive the foreclosure,
expiration or sooner termination of this Mortgage or the execution of a Deed in
lieu of foreclosure. The obligations, liabilities and indemnification agreement
of Mortgagor under this paragraph are specifically excepted from any limitation
of liability provision contained in this or any other loan document with
Mortgagee.----------------------------------------------------------------------
- --------(e) Notice of Condemnation. Mortgagor, immediately upon obtaining
knowledge of the institution of any proceeding for the condemnation or
requisition of the Mortgaged Property or any portion thereof, shall notify the
Mortgagee of the pendency of such proceeding. The Mortgagee may participate in
such proceeding, and the Mortgagor from time to time shall deliver to the
Mortgagee all instruments requested by the Mortgagee to permit such
participation.------------------------------------------------------------------
- --------(f) Prior Mortgages. Nothing contained in this Deed is intended, nor
shall it be deemed to consititute, consent by the Mortgagee to a subordination
of the lien of this Mortgage to any other mortgage or lien.-------------------
22
- --------(g) Expenses. Mortgagor shall pay when due all fees and charges
(including reasonable attorneys' fees) incurred by the Mortgagee incident to the
transactions evidenced by the obligations (including, without limitation, the
Mortgage Note) secured by this Mortgage, the assurance of the security
represented by this Mortgage, and incident to the enforcement of said
obligations and this Mortgage, and such fees and charges shall be secured by the
lien of this Mortgage.-------------------------------------------------------
- --------(h) Priority of Lien; After-Acquired Mortgaged Property. This Mortgage
is and will be maintained as a valid mortgage lien on the Mortgaged Property
subject only to the liens and encumbrances that have been otherwise permitted in
writing by the Mortgagee. All property of every kind acquired by the Mortgagor
after the date hereof which, by the terms hereof, is required or intended to be
subjected to the lien of this Mortgage shall, immediately upon the acquisition
thereof by the Mortgagor, and without any further mortgage, conveyance,
assignment or transfer, become subject to the lien of this Mortgage. The
Mortgagor will at its sole cost and expense do, execute, acknowledge and deliver
all and every such further acts, conveyances, mortgages, and assurances as the
Mortgagee shall reasonably require for accomplishing the purposes of this
Mortgage.----------------------------------------------------------------------
- --------(i) Recovery Proceedings. If any action or proceeding shall be
instituted to recover possession of the Mortgaged Property or for the
foreclosure of any other mortgage or for any other purpose affecting the
Mortgaged Property or this Mortgage, the Mortgagor will immediately, upon
service thereof on or by the Mortgagor, deliver to the Mortgagee a true copy of
each
23
petition, summons, complaint, notice of motion, order to show cause, and all
other process, pleadings and papers, however designated, served in any such
action or proceeding.-----------------------------------------------------------
- ---------(j) Waiver and Modification; Fees and Expenses in Event of Redemption
or Foreclosure. Whether or not for additional interest or other consideration
paid or payable to the Mortgagee, no forbearance on the part of the Mortgagee or
extension of the time for the payment of the whole or any part of the
obligations secured hereby, whether oral or in writing, or any other indulgence
given by the Mortgagee to Mortgagor or to any other party claiming any interest
in or to the Mortgaged Property, shall operate to release or in any manner
affect the original liability of Mortgagor, or the priority of this Mortgage or
to limit, prejudice or impair any right of the Mortgagee, including, without
limitation, the right to realize upon the security, or any part thereof, for the
obligations secured hereby or any of them; notice of any such extension,
forbearance or indulgence being hereby waived by Mortgagor and all those
claiming by, through or under Mortgagor. No consent or waiver, express or
implied, by the Mortgagee to or of any default by Mortgagor shall be construed
as a consent or waiver to or of any further default in the same or any other
term, condition, covenant or provision of this Mortgage or of the obligations
secured hereby. In any case pursuant to the laws of the Commonwealth of Puerto
Rico redemption is had by Mortgagor after foreclosure proceedings have begun,
the Mortgagee shall be entitled to collect all reasonable costs, charges and
expenses incurred up to the time of redemption.---------------------------------
24
- -----(k) Right of Mortgagee to Cure Default. If a default shall occur and be
continuing hereunder or under the Mortgage Note beyond any applicable grace
period, the Mortgagee shall have the right, but without any obligation so to
do, to cure such default for the account of Mortgagor. Without limiting the
generality of the foregoing, Mortgagor hereby authorizes the Mortgagee to pay,
at its option, all taxes, sewer use fees, water rates and assessments and other
Impositions, with interest, costs and charges accrued thereon, which may at any
time be a lien upon the Mortgaged Property, or any part thereof; to pay the
premiums for any insurance required hereunder; to incur and pay reasonable
expenses in protecting its rights hereunder and the security hereby granted; to
pay any balance due and delinquent under any security agreement on any fixtures
and equipment included as a part of the Mortgaged Property; and the payment of
all amounts so incurred shall be secured hereby as fully and effectually as
any other obligation of Mortgagor secured hereby.------------------------------
- -----(m) Certain Terms of Foreclosure Sale. To the extent permitted by law, at
any foreclosure sale, any combination, or all, of the Mortgaged Property or
security given to secure the indebtedness and obligations secured hereby, may
be offered for sale for one total price, and the proceeds of such sale
accounted for in one account without distinction between the items of security
or without assigning to them any proportion of such proceeds, or be offered at
more than one foreclosure sale in parts or parcels, Mortgagor hereby waiving
the application of any doctrine of marshaling; and, in case the Mortgagee,
25
in the exercise of the power of sale herein given, elects to sell in parts or
parcels, said sales may be held from time to time, and the power shall not be
fully executed until all of the Mortgaged Property or security not previously
sold shall have been sold.
- -----(n) Notices. All notices, requests and other communications made or
required to be given pursuant to this Mortgage shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first-class
mail, postage prepaid, or sent by telegraph, telex or telecopy confirmed by
letter, at such address as Mortgagor and Mortgagee may have furnished in
writing to each other, respectively.-------------------------------------------
- -----(o) Successors and Assigns; Joint and Several Liability; Partial
Invalidity. All the covenants and agreements of Mortgagor herein contained
shall be binding upon Mortgagor and, if applicable, the heirs, executors,
administrators, successors and assigns of Mortgagor; and, where more than one
person constitutes Mortgagor, the liability of such persons under this Mortgage
for the obligations set forth herein shall be joint and several ("solidaria").
In case any one or more of the provisions of this Mortgage may be found to be
invalid, or unenforceable for any reason or in any respect, such invalidity or
unenforceability shall not limit or impair enforcement of any other provision
thereof.-----------------------------------------------------------------------
- -----All benefits and agreements of Mortgagee herein contained shall be binding
upon Mortgagee, its successors, assigns and future holders of the Mortgage
Note.--------------------------------------------------------------------------
- -----(p) Modification. No change, amendment, modification, cancellation or
discharge of this Mortgage, or
26
any part hereof, shall be valid unless in writing and signed by the parties
hereto or their respective successors and assigns, and notice of which shall be
endorsed on the Mortgage Note.-------------------------------------------------
- -----(q) Insurance. Mortgagor shall, at all times, provide, maintain and keep
in force policies of insurance with respect to the Mortgaged Property in such
amounts, containing such coverage, terms and conditions and with such companies
as required hereunder or under the pledge agreement or other instruments under
which the Mortgage Note is assigned or pledged to the Mortgagee or as required
under any other written agreement between Mortgagor and Mortgagee.-------------
- -----(r) Impositions. Mortgagor shall promptly pay as they become due all
Impositions on the Mortgaged Property, except to the extent that the validity
thereof is being contested in good faith by proper proceedings and with respect
to which adequate reserves have been made and set aside for the payment
thereof.-----------------------------------------------------------------------
- -----(s) Governing Law. This Mortgage shall be governed by and construed in
accordance with the laws of the Commonwealth of Puerto Rico.-------------------
- -----(t) Captions. Section headings are inserted for convenience of reference
only and shall be disregarded for purposes of the interpretation of the terms
of this Mortgage.--------------------------------------------------------------
- ---FIFTEENTH: The Mortgage Note. The Mortgage Note referred to in paragraph
SECOND of this Deed is literally transcribed herein as follows:----------------
- ----------------------------"MORTGAGE NOTE-------------------------------------
- -----VALUE: $3,700,000.00------------------------------------------------------
- -----DUE DATE: ON DEMAND-------------------------------------------------------
27
- ---FOR VALUE RECEIVED, on demand, the undersigned promises to pay to the order
of BANCO BILBAO VIZCAYA PUERTO RICO (the "Payee") the principal sum of THREE
MILLION SEVEN HUNDRED THOUSAND DOLLARS ($3,700,000.00) with interest on the
unpaid balance at the rate per annum of TWELFTH PERCENT (12%) from the date
hereof until payment in full.--------------------------------------------------
- ---Interest and principal hereunder shall be payable on demand, and payments of
interest and principal shall be made at such place as the Payee may from time
to time designate in writing.--------------------------------------------------
- ---In case the Payee of this Note shall take recourse to the courts in order to
collect the whole or a portion of the amount of the Mortgage Note, the
undersigned agrees to pay a liquidated amount equivalent to THREE HUNDRED
SEVENTY THOUSAND DOLLARS ($370,000.00), for court expenses, disbursements and
attorney's fees which may be incurred.-----------------------------------------
- ---The undersigned hereby waives presentment, protest, demand and notice of
non-payment.-------------------------------------------------------------------
- --This Mortgage Note is secured by a mortgage constituted as appears from Deed
Number Forty Three (43) executed on the date hereof, before the undersigned
Notary, and the holder of this Mortgage Note is entitled to the benefit and
security of all of the provisions and conditions set forth in said Deed of
Mortgage.----------------------------------------------------------------------
- ---In San Juan, Puerto Rico, this twenty third (23rd) day of June, 2000.-------
- --------------------CADENA ESTEREOTEMPO, INC.----------------------------------
- --------------------By: /s/ Joseph A. Garcia-----------------------------------
- --------------------Name: Joseph A. Garcia-------------------------------------
- --------------------Title: Chief Financial Officer-----------------------------
- --------------------and Executive Vice President-------------------------------
- -----Affidavit No. 1486--------------------------------------------------------
- ---Acknowledged and subscribed before me by Joseph A. Garcia, also known as
Jose Antonio Garcia Sobrino, of legal age, married, business executive and
resident of Miami, Florida, in his capacity as Chief Financial Officer and
Executive Vice President of CADENA ESTEREOTEMPO, INC., to me personally known
in San Juan, Puerto Rico, this twenty third (23rd) day of June, 2000.----------
- ----------(signed): /s/ Juan C. Salichs Pou------------------------------------
- -----------------------Notary Public"------------------------------------------
- -----(Notarial Seal)-----------------------------------------------------------
- ---SIXTEENTH: Description and Recording Information of the Mortgaged Property.
The Parcel referred to in Section THIRD of this Deed, the Parcel's recording
information and its liens and encumbrances are
28
described and set forth in Exhibit A attached hereto.
- ---SEVENTEENTH: Various Sums.--------------------------------------------------
- -----(i) The amount of the mortgage credit constituted and created to secure
payment of the Mortgage Note is THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS
($3,700,000.00), the principal amount of the Mortgage Note.--------------------
- -----(ii) The "Interest Credit" is an amount equal to five (5) annuities of
interest on the principal amount of the Mortgage Note pursuant to the
provisions of Article One Hundred Sixty-six (166) of the Mortgage Law of Puerto
Rico.--------------------------------------------------------------------------
- -----(iii) The "Credit for Additional Advances" is THREE HUNDRED SEVENTY
THOUSAND DOLLARS ($370,000.00).------------------------------------------------
- -----(iv) The "Credit for Liquidated Damages" is THREE HUNDRED SEVENTY THOUSAND
DOLLARS ($370,000.00).---------------------------------------------------------
- -----(v) The "Foreclosure Valuation" is THREE MILLION SEVEN HUNDRED THOUSAND
DOLLARS ($3,700,000.00).-------------------------------------------------------
- ------------------------ACCEPTANCE AND WARNINGS--------------------------------
- ---The appearing parties to this Deed accepts the same as drafted because it
has been drawn up in accordance with their stipulations, terms and conditions.
I, the Notary, do hereby certify that the appearing parties can read and
understand the English language and that I, the Notary, made to the appearing
parties the necessary legal warnings concerning the execution of this Deed and
they were fully advised by me thereon. Specifically, I advised the appearing
party of the following:--------------------------------------------------------
- -----(a) That any liens or encumbrances affecting title to the Mortgaged
Property that may be filed for recordation prior to the filing of this Deed may
be
29
legally binding and could take precedence over this Mortgage.------------------
- -----(b) That this Deed was prepared in accordance with a title abstract dated
the second (2nd) day of June, Two Thousand (2000), prepared by Hato Rey Title
Insurance Agency, Inc. (the "Title Abstract"), an entity engaged in such
business, and not by the undersigned Notary, and Mortgagee is relying on such
abstract.----------------------------------------------------------------------
- -----(c) That a certified copy of this Deed must be filed and recorded in the
appropriate Section of the Registry of the Property of Puerto Rico.------------
- -----(d) That there may exist and be pending unrecorded statutory liens and
real property taxes (including the statutory legal mortgage in favor of the
Commonwealth of Puerto Rico).--------------------------------------------------
- -------------------------------EXECUTION---------------------------------------
- ---The appearing parties waived the right which I advised them, they have to
have witnesses to the execution of this Deed but, upon my advice, made use of
their right to read the same, and finding it drafted to their entire
satisfaction, having been advised by me, the Notary, of the pertinent legal
warnings and reservations, proceed to sign before me, and to affix their
initials on each folio of the same.--------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
30
To all of which, as well as to everything contained or related in this Deed,
I, the Notary, CERTIFY, ATTEST AND GIVE FAITH.----------------------------------
[SIG]
[SIG]
[SIG]
[SIG]
31
EXHIBIT A
DESCRIPTION OF THE PARCEL
DESCRIPTION:--------------------------------------------------------------------
- ----URBANA: Parcela de terreno identificada con el numero cuarenta y dos guion D
(42-D) del Centro de Distribucion Amelia radicada en el Barrio Pueblo Viejo del
Municipio de Guaynabo, Puerto Rico, con una cabida superficial de Siete Mil
Doscientos Treinta y Seis punto Sesenta y Nueve metros cuadrados (7,236.69
m.c.), equivalentes a uno punto ocho mil cuatrocientas doce cuerdas (1.8412
cdas.); y en lindes por el Norte, con lote de terreno identificado con el
numero treinta y cuatro (34) y con el lote de terreno identificado con el
numero treinta y tres guion A (33-A) del Centro de Distribucion Amelia; por el
Sur, con lote de terreno identificado con el numero cuarenta y uno (41) del
Centro de Distribucion Amelia; por el Este, con lote de terreno identificado con
el numero treinta y tres guion A (33-A) del Centro de Distribucion Amelia; y por
el Oeste, con la Calle F antes, hoy Calle Frances del Centro de Distribucion
Amelia.-------------------------------------------------------------------------
RECORDING INFORMATION:----------------------------------------------------------
- ---As per Deed Number Forty-five (45) executed in San Juan, Puerto Rico on the
fifteenth (15th) day of March, Two Thousand (2000) before Notary Public Waldemar
Del Valle Armstrong, as clarified by deed number one hundred forty five (145)
executed in San Juan, Puerto Rico on the twenty second (22nd) day of June, two
thousand (2000) before notary public Waldemar Del Valle Armstrong, a certified
copy of both deeds will be presented at the Registry of Property of Puerto Rico,
Section of Guaynabo, the Parcel was formed by the consolidation of the following
two (2) properties: (i) Parcel of land identified as Lot Number Forty-two hyphen
A (42-A) of the Amelia Distribution Center, which is the remnant of Lot Number
Forty-two (42) of the Amelia Distribution Center, in turn segregated from
property number 335 recorded at page 123 of volume 712 of Guaynabo, Registry of
Property of Puerto Rico, Section of Guaynabo (hereinafter referred to as
"Property Number 335"); and (ii) a strip of land consisting of one thousand
twenty four point fifteen square meters (1,024.15 sq. mts.), segregated from a
parcel of land identified as Lot Number Forty-two hyphen B (42-B) of the Amelia
Distribution Center, which in turn was segregated from Lot Forty-two (42) of the
Amelia Distribution Center as per Deed Number Twenty-six (26) executed in San
Juan, Puerto Rico on the second (2nd) day of March, nineteen Hundred
Ninety-eight (1998) before Notary Public Waldemar Del Valle Armstrong, a
certified copy of which has been presented and is pending recordation at entry
209 of volume 325 of the Book of Daily Entries of the Registry of Property of
Puerto Rico, Section of Guaynabo.
TITLE:--------------------------------------------------------------------------
- ---Mortgagor acquired the Parcel pursuant to Deed Number One (1) executed in San
Juan, Puerto Rico on the twenty third (23rd) day of June, Two Thousand (2000)
32
before Notary Public Ruben M. Medina Lugo, a certified copy of which shall be
presented at the Registry of Property of Puerto Rico, Section of Guaynabo,
simultaneously with a certified copy of this Deed.------------------------------
LIENS AND ENCUMBRANCES:---------------------------------------------------------
- ------The Parcel is subject by its origin to restrictive covenants and by
itself, to the following liens: (i) Mortgage securing the payment of a Mortgage
Note in the principal amount of NINE HUNDRED THOUSAND DOLLARS ($900,000.00) with
interest at prime rate, payable on demand to the order of Banco Popular de
Puerto Rico, constituted pursuant to Deed Number Three (3) executed in San Juan,
Puerto Rico on the eighteenth (18th) day of February, Nineteen Hundred
Ninety-three (1993) before Notary Public Luis E. Lopez Correa, a certified copy
of which has been presented and is pending recordation at entry 481 of volume
234 of the Book of Daily Entries of the Registry of Property of Puerto Rico,
Section of Guaynabo. This Mortgage has been increased ("ampliada") to secure an
additional mortgage note in the principal amount of One Million Ninety Thousand
Six Hundred Forty Eight Dollars ($1,090,648.00) with interest at the rate of one
and a half percent (1.50%) over and above the prime rate, payable on demand to
the order of Banco Popular de Puerto Rico, as per Deed Number Nine (9), executed
in San Juan, Puerto Rico on the twentieth (20th) day of August, Nineteen Hundred
Ninety-three (1993) before Notary Public Ruben M. Medina Lugo, which has been
presented and is pending recordation at entry 129, volume 242 of the Book of
Daily Entries of the Registry of Property of Puerto Rico, Section of Guaynabo.
This mortgage and the two (2) mortgage notes that it secures have been canceled
by Deed Number Forty Five (45) executed in San Juan, Puerto Rico on even date
herewith before Notary Public Francisco Pujol Meneses, a certified copy of which
shall be presented at the Registry of Property of Puerto Rico, Section of
Guaynabo, simultaneously with a certified copy of this Deed; (ii) mortgage
securing the payment of a mortgage note in the principal amount of ONE MILLION
FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) with interest at prime rate,
payable on demand to the order of Banco Popular de Puerto Rico, constituted
pursuant to Deed Number Thirty-three (33) executed in San Juan, Puerto Rico on
the twentieth (20th) day of April, Nineteen Hundred Ninety-five (1995) before
Notary Public Luis E. Lopez Correa, a certified copy of which has been presented
and is pending recordation at entry 123 of volume 272 of the Book of Daily
Entries of the Registry of Property of Puerto Rico, Section of Guaynabo. This
Mortgage has been constituted as a first mortgage lien together with the above
first mortgage securing the mortgage notes of NINE HUNDRED THOUSAND DOLLARS
($900,000.00) and ONE MILLION NINETY THOUSAND SIX HUNDRED FORTY EIGHT DOLLARS
($1,090,648.00), described hereinabove as per Deed Number Thirty-two (32),
executed on the twentieth (20th) day of April, Nineteen Hundred Ninety-five
(1995) before Notary Public Luis E. Lopez Correa, a certified copy of which has
been presented and is pending recordation at entry 123 of volume 272 of the
Book of Daily Entries of the Registry of Property of Puerto Rico, Section of
Guaynabo. This