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Section, 1.17. Mortgagor represents and warrants-that:
(a) it ~is a corporation duly organized and validly
existing under the laws of the State of Florida and
has full capacity, power and authority too own all
its property to carry on its business~as now
conducted and is duly qualfied and in good standing
in each jurisdiction in which the character of the
property owned or leased or the nature of the
business carried on by Mortgagor make such
qualification necessary;
(b) Mortgagor has full power, legal right and authori-ty
to enter into this Mortgage and. to do all acts and
things as are required or contemplated hereunder to
be done, observed or performed;
(c) neither the execution and delivery of this Mortgage
or of the Note, the consumption of the
transactions herein contemplated, nor the
compliance with.the terms, conditions and
provisions hereof -and of the Note will conflict
with, or result in a tireach of, any of the terms,
conditions or provisions of the Articles of
Incorporation or By-Laws of Mortgagor, or of any
agreement or instrument to which Mortgagor is now a
party, or constitute a default thereunder, or
(except as contemplated by this Mortgage) result in
the creation or imposition of any mortgage, lien,
charge or encumbrance of any nature whatsoever upon
any of the properties or assets of Mortgagor
(whether such property or assets -are owned legally
or beneficially) pursuant to the terms of any
agreement or instrument to which Mortgagor is a
party;
(d) there is not now pending against Mortgagor any
litigation, action, suit or other proceeding of a
material nature by or before any court, tribunal or
other governmental agency or authority or .any other
such pending or threatened action, suit or other
proceeding against Mortgagor or against or
affecting any of the properties or assets of
Mortgagor (whether such property or assets are
owned legally or beneficially) such that, if the
same were adversely determined, it could reasonably
be expected to materially adversely affect the
business, operations, properties or assets, or the
condition, financial or otherwise, of Mortgagor;
(e ) Mortgagor is not a party to any agreement or
instrument or subject to any restrictions, or any
judgment, order, writ, injunction, decree, award,
- rule or regulation which materially and adversely
affects the business, operations, prospects,
properties or assets, or condition, financial or
otherwise, of Mortgagor; and
(f) this Mortgage constitutes a first and superior lien
on the properties encumbered hereby, prior in
dignity to alI other liens, rights or claims
against Mortgagor and the encumbered properties,
including liens, rights and claims which may accrue
hereafter, including liens and claims for labor and
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