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IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT
IN AND FOR SARASOTA COUNTY, FLORIDA
CIVIL DIVISION
SUNTRUST BANK, a Georgia corporation,
Plaintiff, wav QPC6MCK
2000C
VS. Case No.:: a maT
SALVADOR DIAZ-VERSON, JR. Se
Defendants. a0 : c.
et 2
VERIFIED COMPLAINT ee
PU s: wd
Plaintiff, SunTrust Bank, a Georgia corporation (the “Bank’’), sues Salvador Diaz-
Verson, Jr. (the “Obligor’’), and alleges:
COMMON ALLEGATIONS
l. The Bank is a Georgia banking corporation doing business in Sarasota County,
Florida.
2. The Obligor 1s a sui juris individual residing in Sarasota County, Florida.
3. As to each cause of action set forth in this Complaint, this is an action wherein the
amount in controversy exceeds $15,000, exclusive of interest, costs, and attorneys’ fees; and/or
seeking equitable or other accompanying relief in connection therewith. Accordingly, this Court
possesses jurisdiction over this cause pursuant to Florida Statutes §§§ 26.012(2)(a), 34.01(c)(4),
26.012(2)(f), and other applicable law.
4. With respect to each cause of action set forth in this Complaint, this is an action to
recover damages pursuant to a series of loan and accompanying documents executed, delivered,
and/or defaulted upon in Sarasota County, Florida. Accordingly, venue is proper pursuant to
Florida Statutes $$ 47.011, 47.061, and other applicable law.
—
~gqiyeiiinorman5. With respect to each cause of action set forth herein, the Obligor has defaulted
pursuant to two certain obligations owed to the Bank (the “Obligations”’), and the Obligations are
hereby accelerated and demanded, by and through the filing and service of this Complaint, and
the service of accompanying original process.
6. All requirements and conditions precedent to the bringing of this cause have been
satisfied, performed, or waived by the Bank or the Obligor.
7. With respect to each cause of action set forth herein, the subject defaults, as
hereafter alleged, have required the Bank to retain the undersigned law firm for purposes of
initiating this cause. The Bank has agreed to pay the undersigned law firm a reasonable fee for
its services rendered and costs incurred. With respect to the Obligations set forth herein, the
liabilities of the Obligor to the Bank include funds necessary to compensate the Bank
accordingly.
COUNT I - SUIT ON FIRST OBLIGATION NOTE
8. This is an action for damages as against the Obligor resulting from his default
with respect to the first of the Obligations (the “First Obligation’).
9. The Bank realleges and reincorporates paragraphs 1 through 7 of this Complaint
as though fully set forth herein.
10.‘ The First Obligation is evidenced by a series of documents (the “First Obligation
Loan Documents”), including the following:
a. “Consumer Note,” in the original principal balance of $250,000, executed
and delivered by the Obligor to the Bank, on April 16, 2004, a copy of
which is attached hereto as Exhibit “A”; andb. the Bank’s extension of maturity letter pertaining to the First Obligation,,
dated November 10, 2005, a copy of which is attached hereto as Exhibit
“Bp”
11. On March 3, 2006, the Bank sent its demand letter (the "First Obligation Demand
Letter") to the Obligor to demand payment in full of the First Obligation Note. A copy of the
First Obligation Demand Letter is attached hereto as Exhibit "C.". The Obligor has failed to
make payment upon demand, and the First Obligation is in a state of uncured default.
12. As of March 24, 2006, the First Obligation was in the principal amount of
$239,543.00, contract-rate interest in the amount of $1,034.33, and default-rate interest in the
amount of $12,261.85, for a total amount of $252,839.18. This figure includes credit for
$1,876.27 in offset funds from the Obligor’s checking account with the Bank. Interest has
continued to accrue on the principal amount of the First Obligation at default-rate of $118.13079
per diem.
13. The Bank owns and holds the First Obligation Loan Documents to the extent
required by law to bring these causes of action.
14, The foregoing balances reflect accrual of default-rate interest from the date of
default in payment. The Bank has assessed default-rate interest per annum from the date of
default for the First Obligation.
15. | The entire amount of the First Obligation remains due and owing by the Obligor
to the Bank.
WHEREFORE, the Bank requests judgment for damages against the Obligor, in the full
amount of the First Obligation, inclusive of interest, court costs, and reasonable attorneys’ fees
recoverable pursuant to the First Obligation Loan Documents.COUNT II - SUIT ON SECOND OBLIGATION GUARANTY
16. This is an action for damages as against the Obligor resulting from his default
with respect to the second of the Obligations (the “Second Obligation’).
17. The Bank realleges and reincorporates paragraphs 1 through 7 of this Complaint
as though fully set forth herein.
18. The Second Obligation is evidenced by a series of documents (the “Second
Obligation Loan Documents’’), including the following:
a. “Commercial Note,” in the original principal balance of $35,454, executed
and delivered by Ingatlio, Inc. (the “Corporate Borrower’) to the Bank, on
November 3, 2004, a copy of which is attached hereto as Exhibit “D”; and
b. “Unlimited Continuing Guaranty Agreement,” executed and delivered by
the Obligor to the Bank, on November 3, 2004, a copy of which is
attached hereto as Exhibit “E.”
19. On March 3, 2006, the Bank sent its demand letter (the "Second Obligation
Demand Letter") to the Corporate Borrower and the Obligor to demand payment in full of the
Second Obligation Note. A copy of the Second Obligation Demand Letter is attached hereto as
Exhibit "F." The Corporate Borrower and Obligor have failed to make payment upon demand,
and the Second Obligation is in a state of uncured default.
20. As of March 23, 2006, the Second Obligation was in the principal amount of
$35,140.45, contract-rate interest in the amount of $470.25, default-rate interest in the amount of
$73.21, and late charges in the amount of $11.48, for a total amount of $35,695.39. Interest has
continued to accrue on the principal amount of the Second Obligation at default-rate of $12.20
per diem.21. The foregoing balances reflect accrual of default-rate interest from the date of
default in payment. The Bank has assessed default-rate interest per annum from the date of
default for the Second Obligation.
22. The Bank owns and holds the Second Obligation Loan Documents to the extent
required by law to bring these causes of action.
23. The entire amount of the Second Obligation remains due and owing by the
Obligor to the Bank.
WHEREFORE, the Bank requests judgment for damages against the Obligor, in the full
amount of the Second Obligation, inclusive of interest, court costs, and reasonable attorneys' fees
recoverable pursuant to the Second Obligation Loan Documents.
Dated this DA¢ day of March, 2006.
JOHN A. ANTHONY, ESQUIRE
Florida Bar Number: 0731013
GRAYROBINSON, P.A.
201 N. Franklin Street, Suite 2200
Tampa, Florida 33602
Telephone: 813-273-5066
Telecopier: 813-221-4113
Attorneys for SunTrust BankVERIFICATION
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I, Deborah L. Fuller, Vice President of SunTrust Bank, hereby declare under penalty of
perjury under the laws of the United States that the information contained in the Verified
Complaint is true and correct, provided that this declaration does not extend to paragraphs that
contain analysis of Florida law governing the merits of the Verified Complaint about which I am
unqualified to opine because I am not a member of The Florida Bar.
Dobwuh f ster
DEBORAH L. FULLER
Vice President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Wn
The foregoing instrument was acknowledged before me, this AT day
of March, 2006,
by Deborah L. Fuller. She is personally known to me.
s" aX, Linda J Hayen fe
My Commissi
3 am ion 0D148988 Arche name dO F Haye
Fore
Expires October 19, 2006
Notary Public, State at nde. CT Hey
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date) /0-17-O€@
741384/awmEXHIBIT Aa I]@
SUNTRUST Consumer Note
Borrower(s): Salvador Diaz-Verson Jr Date: April 16, 2004
Borrower Address: 3 Mountainbrook Court
Columbus, GA 31904 \ 67158
Loan Amount: _ Two Hundred Fifty Thousand Dollars and no cents ($250,000.00)
Account No.: 40405671 Note No.: 26
SunTrust Bank (“SunTrust”) has agreed to lend the borrower and any co-borrower(s) named above (referred to in this Note collectively
as “Borrower”) the Loan Amount shown above. This Note covers Borrower's Joan with SunTrust. If more than one party signs this
Note, each party is fully responsible for fulfilling all of the promises made in this Note.
By signing this Note, Borrower acknowledges receipt of a loan from SunTrust in the Loan Amount shown above and promises to pay to
the order of SunTrust at any of SunTrust’s offices, or at such place as SunTrust may in writing designate, the Loan Amount shown
above (“principal”), plus interest and any other amounts due, upon the terms described below.
Loan Type: Revolving Master Borrowing Loan
Repayment Terms: This is an open end revolving line of credit. Borrower may borrow an aggregate principal amount up to the Loan
Amount outstanding at any one time. The line must be over $25,000 and may not be secured by personal
property used as a principal dwelling or any real estate. Principal is due at maturity,;but the Borrower shall be
liable for only so much of the Loan Amount shown above as shall be equal to thé total amount advanced to the
Borrower by SunTrust from time to time, less all payments made by or for the Borrower and applied by
Suntrust to principal, plus interest on each such advance, and any other amounts due. Advances under this
Note shall be recorded and maintained by SunTrust in its internal records and such records shall be conclusive
of the principal and interest owed by Borrower unless there is a material error in such records. Accrued interest
will be payable on the 16th day of each month beginning on May 16, 2004, with all accrued unpaid interest due
and payable on the maturity date. This Master Borrowing arrangement will terminate on April 16, 2008 (the
maturity date). em
Interest
Interest will accrue on an actual/360 basis (on the actual number of days elapsed over a year of 360 days). Interest shall accrue from
the date of disbursement on the unpaid balance and shall continue to accrue after maturity, whether by acceleration or otherwise, at
the stated interest rate until this Note is paid in full.
Subject to the above, interest per annum payable on this Note (the “Rate”) shall be a variable rate based on the following Index: The
one month LIBOR Rate as defined on the attached Addendum A, LIBOR Index Rate Addendum. The Rate shall be equal to the Index
plus 2.00% per annum. Adjustments to the Rate shall be effective monthly on the same day of each month beginning May 01, 2004 or
the next business day if such date does not fall on a business day. The initial Rate is 3.10% per annum, subject to change with
changes in the Index. The maximum Rate shail be the maximum rate permitted by law or 24%, whichever is less.
Collateral
Borrower grants SunTrust the right of set-off, which means, to the extent permitted by law, SunTrust can apply Borrower's funds on
deposit with SunTrust or any of its affiliates or subsidiaries to any amount due and unpaid on this Note. Unless otherwise agreed in
writing, the collateral SunTrust is holding for other loans may also secure this Note.
Prepayment Provision
Borrower may make a prepayment in any amount at any time without penalty.
Payments
All payments must be made in US Dollars. All payments received by SunTrust shall be applied to expenses, fees and interest before
principal, or in any other order as determined by SunTrust in its sole discretion, as permitted by law. Payments will be credited as of
the date stamped upon receipt, or as of the standard payment processing date for similar payments if a payment is not stamped.
Payments received on Saturday will be credited on SunTrust’s next Business Day. If any payment date falis on a Saturday or Sunday
f
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Distribution: Original - Collateral File; Copy - Each
borrower and co-borrower
630116 (12/03) 1164040567 1000026
Page 1 of 3or a legal bank holiday, payment will be due on the next Business Day. SunTrust’s Business Days are Monday through Friday, not
including legal bank holidays.
Default - Entire Balance Due At Once
Borrower will be in default and, subject to applicable provision of law, SunTrust can require that the entire balance due on this Note be
paid at once if:
(a) Borrower does not make a Scheduled Payment (any payment specified in this Note, whether it is a payment of principal plus
interest or a payment of principal or interest only) or payment of late charges or other authorized charges when due;
(b) Borrower or any guarantor breaks a promise under this Note or any other agreement with SunTrust;
(c) Borrower or any guarantor becomes insolvent or loses the ability to pay debts as they mature, files a bankruptcy petition, a
bankruptcy petition is filed against Borrower or any guarantor, or any other creditor tries by legal process to seize Borrower's
property or the property of any guarantor;
(d) Anything happens which SunTrust feels endangers the Collateral for the loan, its value, or SunTrust’s rights in it or Borrower's
ability to repay this Note;
(e) Borrower gives false or misleading information on the application for, or at any time in connection with, this loan; or
(f) Borrower or any guarantor dies, becomes imprisoned or is declared legally incompetent.
Upon default, SunTrust also may exercise all of its rights under this Note and its right as a secured party, if applicable, under any other
agreement with Borrower and as allowed by applicable law.
-? Default Rate: If SunTrust requires that the entire balance be paid at once, Borrower must pay interest at a rate of 18% or the maximum
rate permitted by law, on any balance due until the amount due has been paid in full.
Waivers
Subject to applicable provisions of law, Borrower waives notice and demand for payment of any kind (including presentment, demand,
protest and notice of dishonor). The Borrower specifically waives his/her homestead rights under the laws and Constitution of the state
of Florida. SunTrust does not have to sell or dispose of any Collateral or proceed against any other person to satisfy this debt before
requiring payment from Borrower. If the proceeds from the sale of any Collateral do not cover the entire unpaid balance of principal,
interest and other amounts due under this Note, SunTrust may collect the difference from Borrower subject to applicable law. If
Borrower is in default on any debt owed to SunTrust, SunTrust may use any payment on this Note towards the debt that is in default. If
more than one party signs this Note, any party can agree to extensions, renewals and changes in the terms of this Note without
releasing any other party.
Late Charges And Other Authorized Fees And Charges
If any portion of a payment is at least 10 days past due, the Borrower agrees to pay a late charge of 5% of the amount which is past
due. Unless prohibited by applicable law, the Borrower agrees to pay the fee established by SunTrust from time to time for retumed
checks if a payment is made on this Note with a check and the check is dishonored for any reason after the second presentment. In
addition to any other amounts owed under the terms of this Note, the Borrower agrees to pay those fees and charges disclosed in the
attached Disbursements and Charges Summary which is incorporated in this Note by reference and, as permitted by applicable law,
the Borrower agrees to pay the following: (a) all expenses, including, without limitation, any and all costs incurred by SunTrust related
to default, all court costs, and out-of-pocket collection expenses and attorneys’ fees, whether suit be brought or not, incurred in
collecting this Note; (b) all costs incurred in evaluating, preserving or disposing of any Collateral granted as security for the payment of
this Note, including the cost of any audits, appraisals, appraisal updates, reappraisals or environmental inspections which SunTrust
from time to time in its sole discretion may deem necessary; (c) any premiums for property insurance purchased on behalf of the
Borrower or on behalf of the owner(s) of any Collateral pursuant to any security instrument relating to any Collateral; (d) any expenses
or costs incurred in defending any claim arising out of the execution of this Note or the obligation which it evidences, or otherwise
involving the employment by SunTrust of attomeys with respect to this Note and the obligations it evidences; (e) any tax or fee due
from SunTrust to any state or other governmental agency or authority because of the execution of this Note or holding of this Note
(including but not limited to any intangible tax or documentary stamp tax), and (f) any other charges permitted by applicable law. The
Borrower agrees to pay such amounts on demand or, at SunTrust's option, such amounts may be added to the unpaid balance ofthe
Note and shall accrue interest at the stated Rate. Upon the occurrence of an event of default, or after demand and failure to pat this>
Note is payable on demand, interest shall accrue at the Default Rate.
Delay In Enforcement; Other Rights And Responsibilities
SunTrust can delay enforcing any of its rights under this Note without losing them. SunTrust can release any party or parties
constituting Borrower without releasing any other party or parties from responsibility. SunTrust can release any Collateral. SunTrust
can do this without notice. Borrower agrees to provide SunTrust with updated financial information, including, but not limited to, tax
returns and current financial statements, if requested to do so, but such information is not a requirement for any future advances under
an open end Master Borrowing Note.
Changes
Any change in the terms of this Note, to be effective, must be in writing and signed by a SunTrust employee who is authorized to
approve such a change.
630176 (12/03) Page 2 of 3Assignment
SunTrust can assign its rights under this Note without Borrower's consent. Borrower shall not assign Borrower's rights or obligations
under this Note without SunTrust’s prior written consent.
Severability
Any provision in this Note prohibited by applicable law shall be ineffective to the extent of such prohibition without invalidating any
other provision of this Note.
Notices
Any notice SunTrust is required to give Borrower may be given at the Borrower's address as stated in this Note unless Borrower
notifies SunTrust in writing of a different address. Notice given to Borrower will be deemed given when mailed, postage prepaid, to
such address. As permitted by law, notice to any one borrower or co-borrower shall be deemed to be notice to all.
Arbitration
Any claim, dispute or controversy arising from or relating to this Note or the relationships which result from this Note (hereinafter
“Claim” or “Claims”), including Claims by either party against the employees, officers, directors, agents, successors, heirs, or assigns
of the other party, regardless of whether such Claims arise under case law or statutory law and regardless of whether such Claims are
based in contract or tort, including Claims regarding the applicability, interpretation, or validity of this arbitration clause and/or the
underlying Note, shall be resolved by binding arbitration, except as specifically provided herein. Arbitration proceedings shall be
governed by the rules, procedures and fees of the National Arbitration Forum in effect at the time the Claim is made or filed. Any
arbitration hearing will take place at a location reasonably convenient to all parties. All Claims shall be filed with the National
Arbitration Forum, P. O. Box 5191, Minneapolis, Minnesota 55405 or any National Arbitration Forum office. Rules and forms of the
National Arbitration Forum may be obtained from the National Arbitration Forum at the address given above or any National Arbitration
Forum office, or by calling the National Arbitration Forum at 1-800-474-2371, or from the National Arbitration Forum’s website at:
www.arb-forum.com. Should the National Arbitration Forum refuse or otherwise be unable to act as arbitrator, then the American
Arbitration Association and its rules, procedures and fees shall apply. The parties agree that the arbitrator shall have all powers
provided by law and this Note. These powers include all legal and equitable remedies, including but not limited to the power to decide
money damages and issue declaratory or injunctive relief.
The parties acknowledge and agree that this agreement to arbitrate is made pursuant to a transaction involving interstate commerce,
and shall be govemed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended. Judgment upon the award may
be entered in any court having jurisdiction. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT OR
OPPORTYNITY TO INDIVIDUALLY, OR AS PART OF A CLASS ACTION, LITIGATE CLAIMS IN COURT REGARDING THIS NOTE
OR THIS ARBITRATION CLAUSE AND CHOOSE BINDING ARBITRATION TO RESOLVE ALL CLAIMS, EXCEPT AS SPECIFICALLY
PROVIDED HEREIN.
This arbitrati fr Clause;-yunless prohibited by applicable law, applies to all Claims specified above, whether now in existence or arising
in the future EXCEPT nothing in this clause shall be construed to prevent either party from: (i) using self-help repossession, replevin,
judicial or nom judicial foreclosure or any other form of relief allowed by law to enforce a security interest granted pursuant to this Note
against any collaterai; or enforcing any promise to pay money specifically identified in this Note through litigation. The institution
and maintenance of such Titigation Shall not constitute a waiver of thé right of any party to compel arbitration regarding any other
dispute or remedy subject to arbitration pursuant to this arbitration clause.
" Choice of Law
Borrower agrees that certain material events and occurrences relating to this Note bear a reasonable relationship to the laws of
Florida. The validity, terms, performance and enforcement of this Note shall be governed by applicable federal taw and the internal
laws of Florida which are applicable to agreements which are negotiated, executed, delivered and performed solely in Florida. To the
-. ..e@xtent that any provision in this Note is inconsistent with applicable law, SunTrust will comply with applicable law.
Documentary and intangible Taxes
In the event that any tax is due from SunTrust to any state or other governmental agency or authority because of this execution or of
holding of this Note (including but not limited to an intangible tax or documentary stamp tax), the Borrower shall, upon demand,
reimburse SunTrust for any such tax paid.
No Florida Documentary Stamp Taxes are required.
Garnishment of Wages
BORROWER HEREBY CONSENTS TO THE GARNISHMENT OF HIS/HER WAGES.
By signing below under seal, the Borrower agrees to the terms of this Note and the disbursement of proceeds as described in the
Disbursements and Charges Summary provided in connection with this transaction.
(Seal)
Salvador Diaz-Verson Jr
630116 (12/03) Page 3 of 3HBG
SUNIRUST Addendum A to Note
Libor Index Rate (104)
SECTION 1
Definitions. As used in this Addendum, the following terms shall have the meanings set forth below: 12 Gg \y
"Bank" shall mean SunTrust Bank and its successors and assigns. 1
"Borrower" shall collectively and individually refer to the undersigned, the maker of the attached note dated April 16, 2004 ("Note").
The terms of this Addendum are hereby incorporated into the Note and in the event of any conflict between the terms of the Note and
the terms of this Addendum, the terms of this Addendum shall control.
“Business Day" shall mean, with respect to Interest Periods applicable to the LIBOR Rate, a day on which the Bank is open for
business and on which dealings in U.S. dollar deposits are carried on in the London Inter-Bank Market.
"Interest Period" shall mean a period of one (1) month, provided that (i) the initial Interest Period may be less than one month,
depending on the initial funding date and (ii) no Interest Period shall extend beyond the maturity date of the Note.
"Interest Rate Determination Date” shall mean the date the Note is initially funded and the first Business Day of each calendar month
thereafter.
"LIBOR Rate" shall mean that rate per annum effective on any Interest Rate Determination Date which is equal to the quotient of:
(i) the rate per annum equal to the offered rate for deposits in U.S. dollars for a one (1) month period, which rate appears on
that page of Bloomberg reporting service, or such similar service as determined by the Bank, that displays British Bankers’
Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business
Days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the rate
used for such Interest Period will be the per annum rate of interest determined by the Bank to be the rate at which U.S. dollar
deposits for the Interest Period, are offered to the Bank in the London Inter-Bank Market as of 11:00 A.M. (London, England
time), on the day which is two (2) Business Days prior to the Interest Rate Determination Date, divided by
(ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or
other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which
the Bank is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of Govemors of the Federal
Reserve System with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities" under Regulation D).
This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage.
"Prime Rate" shall mean the publicly announced prime lending rate of the Bank from time to time in effect, which rate may not be the
lowest or best lending rate made available by the Bank.
SECTION 2
Interest. The Borrower shall pay interest upon the unpaid principal balance of the Note at the LIBOR Rate plus the margin provided in
the Note. Interest shall be due and payable as provided in the Note and shail be calculated on the basis of a 360 day year and the
actual number of days elapsed. The interest rate shall remain fixed during each month based upon the interest rate established
pursuant to this Addendum on the applicable Interest Rate Determination Date.
SECTION 3
Additional Costs. In the event that any applicable law or regulation or the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall change
the basis of taxation of payments to the Bank of any amounts payable by the Borrower hereunder (other than taxes imposed on the
overall net income of the Bank) or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by the Bank, or (iii) shall impose any other condition with
respect to the Note, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining the Note or to
reduce any amount receivable by the Bank hereunder, and the Bank determines that such increased costs or reduction in amount
receivable was attributable to the LIBOR Rate basis used to establish the interest rate hereunder, then the Borrower shall from time to
time, upon demand by the Bank, pay to the Bank additional amounts sufficient to compensate the Bank for such increased costs (the
"Additional Costs"). A detailed statement as to the amount of such Additional Costs, prepared in good faith and submitted to the
Borrower by the Bank, shall be conclusive and binding in the absence of manifest error.
SECTION 4
Unavailability Of Dollar Deposits. If the Bank determines in its sole discretion at any time (the "Determination Date”) that it can no
longer make, fund or maintain LIBOR based loans for any reason, including without limitation illegality, or the LIBOR Rate cannot be
ascertained or does not accurately reflect the Bank's cost of funds, or the Bank would be subject to Additional Costs that cannot be
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Distribution: Original — Collateral File; Copy - Borrower
630426 (06/01)
4264040567 1000026
Page 1 of 2recovered from the Borrower, then the Bank will notify the Borrower and thereafter will have no obligation to make, fund or maintain
LIBOR based loans. Upon such Determination Date the Note will be converted to a variable rate loan based upon the Prime Rate.
Thereafter the interest rate on the Note shall adjust simultaneously with any fluctuation in the Prime Rate.
(Seal)
Salvador
630426 (06/01) Page 2 of 2EXHIBIT BSUNT RUST’ Rick Zimmerman SunTrust Bank
Wealth Services Team Leader 1777 Main Street
Sixth Floor
Sarasota, FL 34236
Teil 941.951.3300
Fax 941.951.3310
~ November 10, 2005
Mr. Salvador Diaz-Verson, Jr.
111 Ritz Cariton Drive
Condo #1205
Sarasota, FL 34236
Re: Extension of Maturity Date
Commitment #: 0040405671
Note #: 18, 26
Dear Mr. Diaz-Verson:
We have approved the extension of the maturity date of your loan No. 0040405671 — 18, 26
This extension is contingent upon the Borrower making payments during the extension
period in the amount and at the interval specified in the payment schedule contained in the
note and any loan documents governing the Loan.
Please sign below as acceptance of the extension conditions and return with the extension
fee.
Should you have any questions or concerns regarding this matter, please do not hesitate to
call me at 941-951-3300.
Sincerely,
Rick A fen L
Wealth Services Team Leader
SunTrust BankEXHIBIT CGG
SuNT RUST’ Deborah L. Fuller SunTrust Bank
401 E. Jackson Street
10th Floor
Tampa, FL 33602
Tel 813.224.2273
Fax 813.224.2356
March 3, 2006
Salvador Diaz-Verson, Jr. ~ Via Federal Express & U.S. First Class Mail
1111 Ritz Carlton Drive, Apt. 1205
Sarasota, FL 34236-5598
RE: SunTrust Loan #004040567 1-26
Note dated on or about April 16, 2004 in the original principal amount of $250,000.00 (as may have been
previously or subsequently renewed, extended and/or modified, the "Note") executed by Salvador Diaz-Verson
("you" or "Borrower"), payable to the order of SunTrust Bank.
Dear Mr. Diaz-Verson:
SunTrust Bank ("Bank") is the owner and holder of the above referenced Note. The Note, and any and all documents evidencing or
securing the Note are hereinafter referred to collectively as the “Loan Documents”. The indebtedness evidenced by the Note is
hereinafter referred to as the “Indebtedness”.
The Indebtedness may be secured by the liens and security interests created and/or evidenced by the Loan Documents. The property
encumbered by such liens and security interests is herein referred to as the "Collateral".
The Note matured pursuant to its terms on December 10, 2005 and remains unpaid as of this date. The Bank hereby demands
payment of the full amount of the Indebtedness pursuant to the terms of the Note. As of March 3, 2006 such Indebtedness consists
of:
Other Fees
$241,419.27 $10,796.93 | = S$ 0.00 $252,216.20
Interest continues to accrue on the unpaid principal Indebtedness at the rate of $119.06 per day. The amounts described above
include interest calculated at the default rate of interest payable under the Note, as the Bank does not waive its rights under the
Note to demand and collect interest at the default rate or to collect late fees, attorneys’ fees or other reimbursable expenses
Bank is allowed to collect pursuant to the terms of the Note or other Loan Documents. Please be advised that the interest rate
is increased to 18% which is the default rate of interest effective 12/11/05, the date of default. You are hereby notified that
SunTrust Bank will rely on, and require your strict compliance with, the precise terms of the Note and Loan Documents.
Please be advised that if the total outstanding balance of the Indebtedness has not been paid in full by 5:00 p.m. on March 10, 2006
the Bank may elect to pursue its remedies under the Loan Documents, including foreclosing on or taking possession of and
liquidating any and all Collateral securing payment of the Note, and pursuing all of its legal remedies against all parties obligated to
repay the Indebtedness.
This notice is not an election of remedies or a waiver of the Bank’s right to exercise any prejudgment or self-help rights or remedies
which may now or hereafter be available to the Bank pursuant to the terms of the Note or the other Loan Documents, or that are
otherwise available at law or in equity. No delay by the Bank in exercising any rights or remedies shall operate as a waiver of any
rights or remedies the Bank may have.Page 2
Diaz-Verson
March 3, 2006
Furthermore, the acceptance by the Bank of any future payments to the extent they do not represent timely or full payment of the
Indebtedness, including all accrued and unpaid interest, late fees, attorneys’ fees or other reimbursable expenses, shall not constitute
a waiver by the Bank of any defaults which may exist under the Note and the loan documents executed in connection with the Note.
From this date forward, all official or other notices to the Bank concerning the Note and all questions about the Indebtedness are to
be directed as follows:
SunTrust Bank,
401 East Jackson St., 10" Floor
Tampa, FL 33602
Attn: Deborah Fuller, FL-Tampa-4104
Telephone: 813/224-2273
Please give this matter your immediate attention.
Sincerely,
Dohrn %. avd
Deborah L. Fuller
Vice President
cc: 3 Mountainbrook Ct.
Columbus, GA 31904-3308EXHIBIT DSUNT RUST Commercial Note’
an
Borrower: Intaglio, Inc. Date: November 03, 2004 Jus
Borrower Address: 260 Brookstone Centre Pkwy jer
Columbus, GA 31904-2974 Ci
Loan Amount: Thirty-Five Thousand, Four Hundred Fifty-Four Dollars and no cents ($35,454.00) GG
Account No.: 30483036 Note No.: 18 Officer: Evelyn Turner Pugh, }
15471 c\
Bad
For value received, the borrower(s) named above, whether one or more, (the “Borrower’), jointly and severally promise to pay to the w
order of SunTrust Bank, a Georgia banking corporation (“SunTrust”) at any of its offices, or at such place as SunTrust may in writing
designate, without offset in U.S. Dollars and in immediately available funds, the Loan Amount shown above, or the total of all amounts
advanced under this Note if less than the full Loan Amount is advanced, plus interest and any other amounts due, upon the terms
specified below.
Loan Type: Revolving Demand Master Borrowing Loan
Repayment Terms: This is an open end revolving line of credit. The Borrower shall be liable for only so much of the Loan Amount
shown above as shall be equal to the total amount advanced to the Borrower, or any of them, by SunTrust
from time to time, less all payments made by or for the Borrower and applied by SunTrust to principal, plus
interest on each such advance, and any other amounts due. Advances under this Note shall be recorded and
maintained by SunTrust in its intemal records and such records shall be conclusive of the principal and
interest owed by Borrower unless there is a material error in such records.
—~"<“Fhis obligation is payable on demand. SunTrust shall have no obligation to make advances and all
amounts outstanding are due on demand. Accrued interest will be payable on the 3rd day of each month
beginning on December 03, 2004 and on demand. This Master Borrowing arrangement may be terminated
without notice to the undersigned by SunTrust.
Additional Terms And Conditions
This Note is subject to and governed by additional terms and conditions contained in a(n) Check Access Rider between the Borrower
and SunTrust dated November 03, 2004 and any modifications, renewals, extensions or replacements thereof (the “Agreement’). In the
event of a conflict between any term or condition contained in this Note and in the Agreement, such term or condition of the Agreement
shail control.
Interest
Interest will accrue on an actual/360 basis (on the actual number of days elapsed over a year of 360 days). Interest shall accrue from
the date of disbursement on the unpaid balance and shall continue to accrue until this Note is paid in full.
This is a variable rate transaction. The interest rate is prospectively subject to increase or decrease without prior notice.
Subject to the above, interest per annum payable on this Note (the “Rate”) shall be a variable rate based on the following Index:
The Prime Rate as established from time to time by SunTrust Bank. The SunTrust Prime Rate is a reference for fixing the lending rate
for commercial loans and does not necessarily represent the lowest rate of interest charged for commercial borrowings. The SunTrust
Prime Rate is subject to increase or decrease at the sole option of SunTrust.
The Rate shall be equal to the Index plus 1.00% per annum. Adjustments to the Rate shall be effective as of the date the Index
changes. The maximum Rate shall not exceed any maximum rate permitted by applicable law.
Renewal
This Note represents a renewal and/or amendment of note number 30483036 18 dated or last renewed or extended as of September
24, 2003 executed by Borrower and does not, and is not intended to, constitute a novation of any of the indebtedness evidenced by
such note.
Collateral
Unless otherwise agreed in writing, any collateral pledged to SunTrust to secure any of the existing or future liabilities of the Borrower to
SunTrust shail also secure this Note. To the extent permitted by law, the Borrower grants to SunTrust a security interest in and a lien
upon all deposits and investments maintained by the Borrower with SunTrust and any affiliates thereof.
Collateral for this Note includes, but is not limited to, the following:
Ail assets of Intaglio, Inc. as duly described in a security agreement executed by Intaglio, Inc.
All of the foregoing security is referred to collectively as the “Collateral”. Unless otherwise agreed in writing, the Collateral is security for
the payment of this Note and any other liability (including overdrafts and future advances) of the Borrower to SunTrust, however
evidenced, now existing or hereafter incurred, matured or unmatured, direct or indirect, absolute or contingent, several, joint, or joint
Copies: 0
Distribution: Original-Collateral File; Copy-Borrower
630106 (09/04)
10630483036000018
Page 1 of 4and several, including any extensions, modifications or renewals. The proceeds of any Collateral may be applied against the liabilities er
oi the Borrower to SunTrust in such order as SunTrust deems proper. ™
Loan Purpose And Updated Financial Information Required he
The Borrower warrants and represents that the loan evidenced by this Note is being made solely for the purpose of acquiring or
carrying on a business, professional or commercial activity or acquiring real or personal property as an investment (other than a re
personal investment) or for carrying on an investment activity (other than a personal investment activity). The Borrower agrees to (i
provide to SunTrust updated financial information, including, but not limited to, tax returns and current financial statements in form a
satisfactory to SunTrust, as well as additional information, reports or schedules (financial or otherwise), all as SunTrust may from time 7}
to time request. ra
Representations and Warranties hd
This Note has been duly executed and delivered by Borrower, constitutes Borrower's valid and legally binding obligations and is i
enforceable in accordance with its terms against Borrower. The execution, delivery and performance of this Note and the
consummation of the transaction contemplated will not, with or without the giving of notice or the lapse of time, (a) violate any material
law applicable to Borrower, (b) violate any judgment, writ, injunction or order of any court or governmental body or officer applicable to UM
Borrower, (c) violate or result in the breach of any material agreement to which Borrower is a party nor (d) as applicable, violate any
charter, bylaws, operating agreement, partnership agreement or any other agreement by which Borrower is bound. No consent,
approval, license, permit or other authorization of any third party or any governmental body or officer is required for the valid and lawful
execution and delivery of this Note.
Setoff and Other Remedies
As used herein, the term “Obligor” shall individually and collectively refer to the Borrower and any other person or entity that is primarily
or secondarily liable on the Note and any person or entity that has conveyed or may hereafter convey any security interest or lien to
SunTrust in any real or personal property to secure payment of this Note. To the extent permitted by law, if payment is not made upon
demand, SunTrust will have the right, in addition to all other remedies permitted by law, to set off the amount due under this Note or
due under any other obligation of Borrower to SunTrust against any and all accounts, whether checking or savings or otherwise, credits,
money, stocks, bonds or other security or property of any nature whatsoever on deposit with, held by, owed by, or in the possession of,
SunTrust to the credit of or for the account of any Obligor, without notice to or consent by Obligor. If payment is not made upon
demand, Borrower shall be deemed to be in default and SunTrust shall be entitled to interest on the unpaid balance of the Note at the
lesser of (i) the Rate plus 4.00% per annum or (ii) the maximum rate allowed by law (the “Default Rate”) from the time of demand until
paid in full. The remedies provided in this Note and any other agreement between SunTrust and any Obligor are cumulative and not
exclusive of any other remedies provided by applicable law.
Late Charges And Other Authorized Fees And Charges
lf any portion of a payment is at least 10 days past due, the Borrower agrees to pay a late charge of the lesser of $50.00 or 5% of the
amount which is past due. Uniess prohibited by applicable law, the Borrower agrees to pay the fee established by SunTrust from time to
time for returned checks if a payment is made on this Note with a check and the check is dishonored for any reason after the second
presentment. In addition to any other amounts owed under the terms of this Note, the Borrower agrees to pay those fees and charges
disclosed in the attached Disbursements and Charges Summary which is incorporated in this Note by reference and, as permitted by
applicable law, the Borrower agrees to pay the following: (a) all expenses, including, without limitation, any and all costs incurred by
SunTrust related to default, all court costs and out-of-pocket collection expenses and attorneys’ fees, not to exceed 15% of the amount
of the unpaid principal balance plus accrued interest and other charges due at the time this Note is referred to an attorney for collection,
whether suit be brought or not, incurred in collecting this Note; (b) all costs incurred in evaluating, preserving or disposing of any
Collateral granted as security for the payment of this Note, including the cost of any audits, appraisals, appraisal updates, reappraisals
or environmental inspections which SunTrust from time to time in its sole discretion may deem necessary; (c) any premiums for
property insurance purchased on behalf of the Borrower or on behalf of the owner(s) of any Collateral pursuant to any security
instrument relating to any Collateral; and (d) any expenses or costs incurred in defending any claim arising out of the execution of this
Note or the obligation which it evidences, or otherwise involving the employment by SunTrust of attorneys with respect to this Note and
the obligations it evidences. The Borrower agrees to pay such amounts on demand or, at SunTrust’s option, such amounts may be
added to the unpaid balance of the Note and shall accrue interest at the stated Rate. Upon the occurrence of an event of default, or
after demand and failure to pay if this Note is payable on demand, interest shall accrue at the Default Rate.
Prepayment Provision
Borrower may make a prepayment in any amount at any time without penaity.
Waivers
The Borrower and each other Obligor waive presentment, demand, protest, notice of protest and notice of dishonor and waive all
exemptions, whether homestead or otherwise, as to the obligations evidenced by this Note and waive any discharge or defenses based
on suretyship or impairment of Collateral or of recourse. The Borrower and each other Obligor waive any rights to require SunTrust to
proceed against any other Obligor or any Collateral before proceeding against the Borrower or any of them, or any other Obligor, and
agree that without notice to any Obligor and without affecting any Obligor’s liability, SunTrust, at any time or times, may grant
extensions of the time for payment or other indulgences to any Obligor or permit the renewal or modification of this Note, or permit the
substitution, exchange or release of any Collateral for this Note and may add or release any Obligor primarily or secondarily liable. The
Borrower and each other Obligor agree that SunTrust may apply all monies made available to it from any part of the proceeds of the
disposition of any Collateral or by exercise of the right of setoff either to the obligations under this Note or to any other obligations of
any Obligor to SunTrust, as SunTrust may elect from time to time.
Waiver of Jury Trial
hy,
630106 (09/04) p 2 of 4
ageTHE BORROWER AND SUNTRUST HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO yy
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY N
RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON OR ARISING “”
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO”
BE EXECUTED IN CONJUNCTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS *"
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT (1
FOR SUNTRUST ENTERING INTO OR ACCEPTING THIS NOTE. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO ae
REPRESENTATIVE OR AGENT OF SUNTRUST, NOR SUNTRUST’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR ~
OTHERWISE, THAT SUNTRUST WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF "5
RIGHT TO JURY TRIAL PROVISION. K
Patriot Act Notice
By
SunTrust hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act Title III of Pub. L. 107-56 (signed into ~ ]
law October 26, 2001), SunTrust may be required to obtain, verify and record information that identifies the Borrower, which information,
om
includes the name and address of the Borrower and other information that will allow SunTrust to identify the Borrower in accordance
with the Act.
Miscellaneous
All amounts received by SunTrust shall be applied to expenses, late fees and interest before principal or in any other order as
determined by SunTrust, in it sole discretion, as permitted by law. Any provision of this Note which is prohibited or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No
amendment, modification, termination or waiver of any provision of this Note, nor consent to any departure by the Borrower from any
term of this Note, shall in any event be effective unless it is in writing and signed by an authorized officer of SunTrust, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the
part of SunTrust to exercise any right, power or remedy under this Note shall be construed as a waiver of the right to exercise the same
or any other right at any time. If the Rate is tied to an external index and the index becomes unavailable during the term of this loan,
SunTrust may, in its sole and absolute discretion, designate a substitute index with notice to the Borrower. The captions of the
paragraphs of this Note are for convenience only and shall not be deemed to constitute a part hereof or used in construing the intent of
the parties. All representations, warranties, covenants and agreements contained herein or made in writing by Borrower in connection
herewith shall survive the execution and delivery of this Note and any other agreement, document or writing relating to or arising out of
any of the foregoing. All notices or communications given to Borrower pursuant to the terms of this Note shall be in writing and given to
Borrower at Borrower's address stated above unless Borrower notifies SunTrust in writing of a different address. Unless otherwise
specifically provided herein to the contrary, such written notices and communications shall be delivered by hand or overnight courier
service, or mailed by first class mail, postage prepaid, addressed to the Borrower at the address referred to herein. Any written notice
delivered by hand or by overnight courier service shall be deemed given or received upon receipt. Any written notice delivered by U.S.
Mail shall be deemed given or received on the third (3°) business day after being deposited in the U.S. Mail.
Not
Preview
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA CIVIL DIVISION SUNTRUST BANK, a Georgia corporation, Plaintiff, wav QPC6MCK 2000C VS. Case No.:: a maT SALVADOR DIAZ-VERSON, JR. Se Defendants. a0 : c. et 2 VERIFIED COMPLAINT ee PU s: wd Plaintiff, SunTrust Bank, a Georgia corporation (the “Bank’’), sues Salvador Diaz- Verson, Jr. (the “Obligor’’), and alleges: COMMON ALLEGATIONS l. The Bank is a Georgia banking corporation doing business in Sarasota County, Florida. 2. The Obligor 1s a sui juris individual residing in Sarasota County, Florida. 3. As to each cause of action set forth in this Complaint, this is an action wherein the amount in controversy exceeds $15,000, exclusive of interest, costs, and attorneys’ fees; and/or seeking equitable or other accompanying relief in connection therewith. Accordingly, this Court possesses jurisdiction over this cause pursuant to Florida Statutes §§§ 26.012(2)(a), 34.01(c)(4), 26.012(2)(f), and other applicable law. 4. With respect to each cause of action set forth in this Complaint, this is an action to recover damages pursuant to a series of loan and accompanying documents executed, delivered, and/or defaulted upon in Sarasota County, Florida. Accordingly, venue is proper pursuant to Florida Statutes $$ 47.011, 47.061, and other applicable law. — ~gqiyeiiinorman5. With respect to each cause of action set forth herein, the Obligor has defaulted pursuant to two certain obligations owed to the Bank (the “Obligations”’), and the Obligations are hereby accelerated and demanded, by and through the filing and service of this Complaint, and the service of accompanying original process. 6. All requirements and conditions precedent to the bringing of this cause have been satisfied, performed, or waived by the Bank or the Obligor. 7. With respect to each cause of action set forth herein, the subject defaults, as hereafter alleged, have required the Bank to retain the undersigned law firm for purposes of initiating this cause. The Bank has agreed to pay the undersigned law firm a reasonable fee for its services rendered and costs incurred. With respect to the Obligations set forth herein, the liabilities of the Obligor to the Bank include funds necessary to compensate the Bank accordingly. COUNT I - SUIT ON FIRST OBLIGATION NOTE 8. This is an action for damages as against the Obligor resulting from his default with respect to the first of the Obligations (the “First Obligation’). 9. The Bank realleges and reincorporates paragraphs 1 through 7 of this Complaint as though fully set forth herein. 10.‘ The First Obligation is evidenced by a series of documents (the “First Obligation Loan Documents”), including the following: a. “Consumer Note,” in the original principal balance of $250,000, executed and delivered by the Obligor to the Bank, on April 16, 2004, a copy of which is attached hereto as Exhibit “A”; andb. the Bank’s extension of maturity letter pertaining to the First Obligation,, dated November 10, 2005, a copy of which is attached hereto as Exhibit “Bp” 11. On March 3, 2006, the Bank sent its demand letter (the "First Obligation Demand Letter") to the Obligor to demand payment in full of the First Obligation Note. A copy of the First Obligation Demand Letter is attached hereto as Exhibit "C.". The Obligor has failed to make payment upon demand, and the First Obligation is in a state of uncured default. 12. As of March 24, 2006, the First Obligation was in the principal amount of $239,543.00, contract-rate interest in the amount of $1,034.33, and default-rate interest in the amount of $12,261.85, for a total amount of $252,839.18. This figure includes credit for $1,876.27 in offset funds from the Obligor’s checking account with the Bank. Interest has continued to accrue on the principal amount of the First Obligation at default-rate of $118.13079 per diem. 13. The Bank owns and holds the First Obligation Loan Documents to the extent required by law to bring these causes of action. 14, The foregoing balances reflect accrual of default-rate interest from the date of default in payment. The Bank has assessed default-rate interest per annum from the date of default for the First Obligation. 15. | The entire amount of the First Obligation remains due and owing by the Obligor to the Bank. WHEREFORE, the Bank requests judgment for damages against the Obligor, in the full amount of the First Obligation, inclusive of interest, court costs, and reasonable attorneys’ fees recoverable pursuant to the First Obligation Loan Documents.COUNT II - SUIT ON SECOND OBLIGATION GUARANTY 16. This is an action for damages as against the Obligor resulting from his default with respect to the second of the Obligations (the “Second Obligation’). 17. The Bank realleges and reincorporates paragraphs 1 through 7 of this Complaint as though fully set forth herein. 18. The Second Obligation is evidenced by a series of documents (the “Second Obligation Loan Documents’’), including the following: a. “Commercial Note,” in the original principal balance of $35,454, executed and delivered by Ingatlio, Inc. (the “Corporate Borrower’) to the Bank, on November 3, 2004, a copy of which is attached hereto as Exhibit “D”; and b. “Unlimited Continuing Guaranty Agreement,” executed and delivered by the Obligor to the Bank, on November 3, 2004, a copy of which is attached hereto as Exhibit “E.” 19. On March 3, 2006, the Bank sent its demand letter (the "Second Obligation Demand Letter") to the Corporate Borrower and the Obligor to demand payment in full of the Second Obligation Note. A copy of the Second Obligation Demand Letter is attached hereto as Exhibit "F." The Corporate Borrower and Obligor have failed to make payment upon demand, and the Second Obligation is in a state of uncured default. 20. As of March 23, 2006, the Second Obligation was in the principal amount of $35,140.45, contract-rate interest in the amount of $470.25, default-rate interest in the amount of $73.21, and late charges in the amount of $11.48, for a total amount of $35,695.39. Interest has continued to accrue on the principal amount of the Second Obligation at default-rate of $12.20 per diem.21. The foregoing balances reflect accrual of default-rate interest from the date of default in payment. The Bank has assessed default-rate interest per annum from the date of default for the Second Obligation. 22. The Bank owns and holds the Second Obligation Loan Documents to the extent required by law to bring these causes of action. 23. The entire amount of the Second Obligation remains due and owing by the Obligor to the Bank. WHEREFORE, the Bank requests judgment for damages against the Obligor, in the full amount of the Second Obligation, inclusive of interest, court costs, and reasonable attorneys' fees recoverable pursuant to the Second Obligation Loan Documents. Dated this DA¢ day of March, 2006. JOHN A. ANTHONY, ESQUIRE Florida Bar Number: 0731013 GRAYROBINSON, P.A. 201 N. Franklin Street, Suite 2200 Tampa, Florida 33602 Telephone: 813-273-5066 Telecopier: 813-221-4113 Attorneys for SunTrust BankVERIFICATION STATE OF FLORIDA COUNTY OF HILLSBOROUGH I, Deborah L. Fuller, Vice President of SunTrust Bank, hereby declare under penalty of perjury under the laws of the United States that the information contained in the Verified Complaint is true and correct, provided that this declaration does not extend to paragraphs that contain analysis of Florida law governing the merits of the Verified Complaint about which I am unqualified to opine because I am not a member of The Florida Bar. Dobwuh f ster DEBORAH L. FULLER Vice President STATE OF FLORIDA COUNTY OF HILLSBOROUGH Wn The foregoing instrument was acknowledged before me, this AT day of March, 2006, by Deborah L. Fuller. She is personally known to me. s" aX, Linda J Hayen fe My Commissi 3 am ion 0D148988 Arche name dO F Haye Fore Expires October 19, 2006 Notary Public, State at nde. CT Hey (commission number and expiration date) /0-17-O€@ 741384/awmEXHIBIT Aa I]@ SUNTRUST Consumer Note Borrower(s): Salvador Diaz-Verson Jr Date: April 16, 2004 Borrower Address: 3 Mountainbrook Court Columbus, GA 31904 \ 67158 Loan Amount: _ Two Hundred Fifty Thousand Dollars and no cents ($250,000.00) Account No.: 40405671 Note No.: 26 SunTrust Bank (“SunTrust”) has agreed to lend the borrower and any co-borrower(s) named above (referred to in this Note collectively as “Borrower”) the Loan Amount shown above. This Note covers Borrower's Joan with SunTrust. If more than one party signs this Note, each party is fully responsible for fulfilling all of the promises made in this Note. By signing this Note, Borrower acknowledges receipt of a loan from SunTrust in the Loan Amount shown above and promises to pay to the order of SunTrust at any of SunTrust’s offices, or at such place as SunTrust may in writing designate, the Loan Amount shown above (“principal”), plus interest and any other amounts due, upon the terms described below. Loan Type: Revolving Master Borrowing Loan Repayment Terms: This is an open end revolving line of credit. Borrower may borrow an aggregate principal amount up to the Loan Amount outstanding at any one time. The line must be over $25,000 and may not be secured by personal property used as a principal dwelling or any real estate. Principal is due at maturity,;but the Borrower shall be liable for only so much of the Loan Amount shown above as shall be equal to thé total amount advanced to the Borrower by SunTrust from time to time, less all payments made by or for the Borrower and applied by Suntrust to principal, plus interest on each such advance, and any other amounts due. Advances under this Note shall be recorded and maintained by SunTrust in its internal records and such records shall be conclusive of the principal and interest owed by Borrower unless there is a material error in such records. Accrued interest will be payable on the 16th day of each month beginning on May 16, 2004, with all accrued unpaid interest due and payable on the maturity date. This Master Borrowing arrangement will terminate on April 16, 2008 (the maturity date). em Interest Interest will accrue on an actual/360 basis (on the actual number of days elapsed over a year of 360 days). Interest shall accrue from the date of disbursement on the unpaid balance and shall continue to accrue after maturity, whether by acceleration or otherwise, at the stated interest rate until this Note is paid in full. Subject to the above, interest per annum payable on this Note (the “Rate”) shall be a variable rate based on the following Index: The one month LIBOR Rate as defined on the attached Addendum A, LIBOR Index Rate Addendum. The Rate shall be equal to the Index plus 2.00% per annum. Adjustments to the Rate shall be effective monthly on the same day of each month beginning May 01, 2004 or the next business day if such date does not fall on a business day. The initial Rate is 3.10% per annum, subject to change with changes in the Index. The maximum Rate shail be the maximum rate permitted by law or 24%, whichever is less. Collateral Borrower grants SunTrust the right of set-off, which means, to the extent permitted by law, SunTrust can apply Borrower's funds on deposit with SunTrust or any of its affiliates or subsidiaries to any amount due and unpaid on this Note. Unless otherwise agreed in writing, the collateral SunTrust is holding for other loans may also secure this Note. Prepayment Provision Borrower may make a prepayment in any amount at any time without penalty. Payments All payments must be made in US Dollars. All payments received by SunTrust shall be applied to expenses, fees and interest before principal, or in any other order as determined by SunTrust in its sole discretion, as permitted by law. Payments will be credited as of the date stamped upon receipt, or as of the standard payment processing date for similar payments if a payment is not stamped. Payments received on Saturday will be credited on SunTrust’s next Business Day. If any payment date falis on a Saturday or Sunday f Copies: 0 Distribution: Original - Collateral File; Copy - Each borrower and co-borrower 630116 (12/03) 1164040567 1000026 Page 1 of 3or a legal bank holiday, payment will be due on the next Business Day. SunTrust’s Business Days are Monday through Friday, not including legal bank holidays. Default - Entire Balance Due At Once Borrower will be in default and, subject to applicable provision of law, SunTrust can require that the entire balance due on this Note be paid at once if: (a) Borrower does not make a Scheduled Payment (any payment specified in this Note, whether it is a payment of principal plus interest or a payment of principal or interest only) or payment of late charges or other authorized charges when due; (b) Borrower or any guarantor breaks a promise under this Note or any other agreement with SunTrust; (c) Borrower or any guarantor becomes insolvent or loses the ability to pay debts as they mature, files a bankruptcy petition, a bankruptcy petition is filed against Borrower or any guarantor, or any other creditor tries by legal process to seize Borrower's property or the property of any guarantor; (d) Anything happens which SunTrust feels endangers the Collateral for the loan, its value, or SunTrust’s rights in it or Borrower's ability to repay this Note; (e) Borrower gives false or misleading information on the application for, or at any time in connection with, this loan; or (f) Borrower or any guarantor dies, becomes imprisoned or is declared legally incompetent. Upon default, SunTrust also may exercise all of its rights under this Note and its right as a secured party, if applicable, under any other agreement with Borrower and as allowed by applicable law. -? Default Rate: If SunTrust requires that the entire balance be paid at once, Borrower must pay interest at a rate of 18% or the maximum rate permitted by law, on any balance due until the amount due has been paid in full. Waivers Subject to applicable provisions of law, Borrower waives notice and demand for payment of any kind (including presentment, demand, protest and notice of dishonor). The Borrower specifically waives his/her homestead rights under the laws and Constitution of the state of Florida. SunTrust does not have to sell or dispose of any Collateral or proceed against any other person to satisfy this debt before requiring payment from Borrower. If the proceeds from the sale of any Collateral do not cover the entire unpaid balance of principal, interest and other amounts due under this Note, SunTrust may collect the difference from Borrower subject to applicable law. If Borrower is in default on any debt owed to SunTrust, SunTrust may use any payment on this Note towards the debt that is in default. If more than one party signs this Note, any party can agree to extensions, renewals and changes in the terms of this Note without releasing any other party. Late Charges And Other Authorized Fees And Charges If any portion of a payment is at least 10 days past due, the Borrower agrees to pay a late charge of 5% of the amount which is past due. Unless prohibited by applicable law, the Borrower agrees to pay the fee established by SunTrust from time to time for retumed checks if a payment is made on this Note with a check and the check is dishonored for any reason after the second presentment. In addition to any other amounts owed under the terms of this Note, the Borrower agrees to pay those fees and charges disclosed in the attached Disbursements and Charges Summary which is incorporated in this Note by reference and, as permitted by applicable law, the Borrower agrees to pay the following: (a) all expenses, including, without limitation, any and all costs incurred by SunTrust related to default, all court costs, and out-of-pocket collection expenses and attorneys’ fees, whether suit be brought or not, incurred in collecting this Note; (b) all costs incurred in evaluating, preserving or disposing of any Collateral granted as security for the payment of this Note, including the cost of any audits, appraisals, appraisal updates, reappraisals or environmental inspections which SunTrust from time to time in its sole discretion may deem necessary; (c) any premiums for property insurance purchased on behalf of the Borrower or on behalf of the owner(s) of any Collateral pursuant to any security instrument relating to any Collateral; (d) any expenses or costs incurred in defending any claim arising out of the execution of this Note or the obligation which it evidences, or otherwise involving the employment by SunTrust of attomeys with respect to this Note and the obligations it evidences; (e) any tax or fee due from SunTrust to any state or other governmental agency or authority because of the execution of this Note or holding of this Note (including but not limited to any intangible tax or documentary stamp tax), and (f) any other charges permitted by applicable law. The Borrower agrees to pay such amounts on demand or, at SunTrust's option, such amounts may be added to the unpaid balance ofthe Note and shall accrue interest at the stated Rate. Upon the occurrence of an event of default, or after demand and failure to pat this> Note is payable on demand, interest shall accrue at the Default Rate. Delay In Enforcement; Other Rights And Responsibilities SunTrust can delay enforcing any of its rights under this Note without losing them. SunTrust can release any party or parties constituting Borrower without releasing any other party or parties from responsibility. SunTrust can release any Collateral. SunTrust can do this without notice. Borrower agrees to provide SunTrust with updated financial information, including, but not limited to, tax returns and current financial statements, if requested to do so, but such information is not a requirement for any future advances under an open end Master Borrowing Note. Changes Any change in the terms of this Note, to be effective, must be in writing and signed by a SunTrust employee who is authorized to approve such a change. 630176 (12/03) Page 2 of 3Assignment SunTrust can assign its rights under this Note without Borrower's consent. Borrower shall not assign Borrower's rights or obligations under this Note without SunTrust’s prior written consent. Severability Any provision in this Note prohibited by applicable law shall be ineffective to the extent of such prohibition without invalidating any other provision of this Note. Notices Any notice SunTrust is required to give Borrower may be given at the Borrower's address as stated in this Note unless Borrower notifies SunTrust in writing of a different address. Notice given to Borrower will be deemed given when mailed, postage prepaid, to such address. As permitted by law, notice to any one borrower or co-borrower shall be deemed to be notice to all. Arbitration Any claim, dispute or controversy arising from or relating to this Note or the relationships which result from this Note (hereinafter “Claim” or “Claims”), including Claims by either party against the employees, officers, directors, agents, successors, heirs, or assigns of the other party, regardless of whether such Claims arise under case law or statutory law and regardless of whether such Claims are based in contract or tort, including Claims regarding the applicability, interpretation, or validity of this arbitration clause and/or the underlying Note, shall be resolved by binding arbitration, except as specifically provided herein. Arbitration proceedings shall be governed by the rules, procedures and fees of the National Arbitration Forum in effect at the time the Claim is made or filed. Any arbitration hearing will take place at a location reasonably convenient to all parties. All Claims shall be filed with the National Arbitration Forum, P. O. Box 5191, Minneapolis, Minnesota 55405 or any National Arbitration Forum office. Rules and forms of the National Arbitration Forum may be obtained from the National Arbitration Forum at the address given above or any National Arbitration Forum office, or by calling the National Arbitration Forum at 1-800-474-2371, or from the National Arbitration Forum’s website at: www.arb-forum.com. Should the National Arbitration Forum refuse or otherwise be unable to act as arbitrator, then the American Arbitration Association and its rules, procedures and fees shall apply. The parties agree that the arbitrator shall have all powers provided by law and this Note. These powers include all legal and equitable remedies, including but not limited to the power to decide money damages and issue declaratory or injunctive relief. The parties acknowledge and agree that this agreement to arbitrate is made pursuant to a transaction involving interstate commerce, and shall be govemed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended. Judgment upon the award may be entered in any court having jurisdiction. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT OR OPPORTYNITY TO INDIVIDUALLY, OR AS PART OF A CLASS ACTION, LITIGATE CLAIMS IN COURT REGARDING THIS NOTE OR THIS ARBITRATION CLAUSE AND CHOOSE BINDING ARBITRATION TO RESOLVE ALL CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED HEREIN. This arbitrati fr Clause;-yunless prohibited by applicable law, applies to all Claims specified above, whether now in existence or arising in the future EXCEPT nothing in this clause shall be construed to prevent either party from: (i) using self-help repossession, replevin, judicial or nom judicial foreclosure or any other form of relief allowed by law to enforce a security interest granted pursuant to this Note against any collaterai; or enforcing any promise to pay money specifically identified in this Note through litigation. The institution and maintenance of such Titigation Shall not constitute a waiver of thé right of any party to compel arbitration regarding any other dispute or remedy subject to arbitration pursuant to this arbitration clause. " Choice of Law Borrower agrees that certain material events and occurrences relating to this Note bear a reasonable relationship to the laws of Florida. The validity, terms, performance and enforcement of this Note shall be governed by applicable federal taw and the internal laws of Florida which are applicable to agreements which are negotiated, executed, delivered and performed solely in Florida. To the -. ..e@xtent that any provision in this Note is inconsistent with applicable law, SunTrust will comply with applicable law. Documentary and intangible Taxes In the event that any tax is due from SunTrust to any state or other governmental agency or authority because of this execution or of holding of this Note (including but not limited to an intangible tax or documentary stamp tax), the Borrower shall, upon demand, reimburse SunTrust for any such tax paid. No Florida Documentary Stamp Taxes are required. Garnishment of Wages BORROWER HEREBY CONSENTS TO THE GARNISHMENT OF HIS/HER WAGES. By signing below under seal, the Borrower agrees to the terms of this Note and the disbursement of proceeds as described in the Disbursements and Charges Summary provided in connection with this transaction. (Seal) Salvador Diaz-Verson Jr 630116 (12/03) Page 3 of 3HBG SUNIRUST Addendum A to Note Libor Index Rate (104) SECTION 1 Definitions. As used in this Addendum, the following terms shall have the meanings set forth below: 12 Gg \y "Bank" shall mean SunTrust Bank and its successors and assigns. 1 "Borrower" shall collectively and individually refer to the undersigned, the maker of the attached note dated April 16, 2004 ("Note"). The terms of this Addendum are hereby incorporated into the Note and in the event of any conflict between the terms of the Note and the terms of this Addendum, the terms of this Addendum shall control. “Business Day" shall mean, with respect to Interest Periods applicable to the LIBOR Rate, a day on which the Bank is open for business and on which dealings in U.S. dollar deposits are carried on in the London Inter-Bank Market. "Interest Period" shall mean a period of one (1) month, provided that (i) the initial Interest Period may be less than one month, depending on the initial funding date and (ii) no Interest Period shall extend beyond the maturity date of the Note. "Interest Rate Determination Date” shall mean the date the Note is initially funded and the first Business Day of each calendar month thereafter. "LIBOR Rate" shall mean that rate per annum effective on any Interest Rate Determination Date which is equal to the quotient of: (i) the rate per annum equal to the offered rate for deposits in U.S. dollars for a one (1) month period, which rate appears on that page of Bloomberg reporting service, or such similar service as determined by the Bank, that displays British Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business Days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by the Bank to be the rate at which U.S. dollar deposits for the Interest Period, are offered to the Bank in the London Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is two (2) Business Days prior to the Interest Rate Determination Date, divided by (ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which the Bank is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of Govemors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities" under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage. "Prime Rate" shall mean the publicly announced prime lending rate of the Bank from time to time in effect, which rate may not be the lowest or best lending rate made available by the Bank. SECTION 2 Interest. The Borrower shall pay interest upon the unpaid principal balance of the Note at the LIBOR Rate plus the margin provided in the Note. Interest shall be due and payable as provided in the Note and shail be calculated on the basis of a 360 day year and the actual number of days elapsed. The interest rate shall remain fixed during each month based upon the interest rate established pursuant to this Addendum on the applicable Interest Rate Determination Date. SECTION 3 Additional Costs. In the event that any applicable law or regulation or the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall change the basis of taxation of payments to the Bank of any amounts payable by the Borrower hereunder (other than taxes imposed on the overall net income of the Bank) or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank, or (iii) shall impose any other condition with respect to the Note, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining the Note or to reduce any amount receivable by the Bank hereunder, and the Bank determines that such increased costs or reduction in amount receivable was attributable to the LIBOR Rate basis used to establish the interest rate hereunder, then the Borrower shall from time to time, upon demand by the Bank, pay to the Bank additional amounts sufficient to compensate the Bank for such increased costs (the "Additional Costs"). A detailed statement as to the amount of such Additional Costs, prepared in good faith and submitted to the Borrower by the Bank, shall be conclusive and binding in the absence of manifest error. SECTION 4 Unavailability Of Dollar Deposits. If the Bank determines in its sole discretion at any time (the "Determination Date”) that it can no longer make, fund or maintain LIBOR based loans for any reason, including without limitation illegality, or the LIBOR Rate cannot be ascertained or does not accurately reflect the Bank's cost of funds, or the Bank would be subject to Additional Costs that cannot be Copies: 0 Distribution: Original — Collateral File; Copy - Borrower 630426 (06/01) 4264040567 1000026 Page 1 of 2recovered from the Borrower, then the Bank will notify the Borrower and thereafter will have no obligation to make, fund or maintain LIBOR based loans. Upon such Determination Date the Note will be converted to a variable rate loan based upon the Prime Rate. Thereafter the interest rate on the Note shall adjust simultaneously with any fluctuation in the Prime Rate. (Seal) Salvador 630426 (06/01) Page 2 of 2EXHIBIT BSUNT RUST’ Rick Zimmerman SunTrust Bank Wealth Services Team Leader 1777 Main Street Sixth Floor Sarasota, FL 34236 Teil 941.951.3300 Fax 941.951.3310 ~ November 10, 2005 Mr. Salvador Diaz-Verson, Jr. 111 Ritz Cariton Drive Condo #1205 Sarasota, FL 34236 Re: Extension of Maturity Date Commitment #: 0040405671 Note #: 18, 26 Dear Mr. Diaz-Verson: We have approved the extension of the maturity date of your loan No. 0040405671 — 18, 26 This extension is contingent upon the Borrower making payments during the extension period in the amount and at the interval specified in the payment schedule contained in the note and any loan documents governing the Loan. Please sign below as acceptance of the extension conditions and return with the extension fee. Should you have any questions or concerns regarding this matter, please do not hesitate to call me at 941-951-3300. Sincerely, Rick A fen L Wealth Services Team Leader SunTrust BankEXHIBIT CGG SuNT RUST’ Deborah L. Fuller SunTrust Bank 401 E. Jackson Street 10th Floor Tampa, FL 33602 Tel 813.224.2273 Fax 813.224.2356 March 3, 2006 Salvador Diaz-Verson, Jr. ~ Via Federal Express & U.S. First Class Mail 1111 Ritz Carlton Drive, Apt. 1205 Sarasota, FL 34236-5598 RE: SunTrust Loan #004040567 1-26 Note dated on or about April 16, 2004 in the original principal amount of $250,000.00 (as may have been previously or subsequently renewed, extended and/or modified, the "Note") executed by Salvador Diaz-Verson ("you" or "Borrower"), payable to the order of SunTrust Bank. Dear Mr. Diaz-Verson: SunTrust Bank ("Bank") is the owner and holder of the above referenced Note. The Note, and any and all documents evidencing or securing the Note are hereinafter referred to collectively as the “Loan Documents”. The indebtedness evidenced by the Note is hereinafter referred to as the “Indebtedness”. The Indebtedness may be secured by the liens and security interests created and/or evidenced by the Loan Documents. The property encumbered by such liens and security interests is herein referred to as the "Collateral". The Note matured pursuant to its terms on December 10, 2005 and remains unpaid as of this date. The Bank hereby demands payment of the full amount of the Indebtedness pursuant to the terms of the Note. As of March 3, 2006 such Indebtedness consists of: Other Fees $241,419.27 $10,796.93 | = S$ 0.00 $252,216.20 Interest continues to accrue on the unpaid principal Indebtedness at the rate of $119.06 per day. The amounts described above include interest calculated at the default rate of interest payable under the Note, as the Bank does not waive its rights under the Note to demand and collect interest at the default rate or to collect late fees, attorneys’ fees or other reimbursable expenses Bank is allowed to collect pursuant to the terms of the Note or other Loan Documents. Please be advised that the interest rate is increased to 18% which is the default rate of interest effective 12/11/05, the date of default. You are hereby notified that SunTrust Bank will rely on, and require your strict compliance with, the precise terms of the Note and Loan Documents. Please be advised that if the total outstanding balance of the Indebtedness has not been paid in full by 5:00 p.m. on March 10, 2006 the Bank may elect to pursue its remedies under the Loan Documents, including foreclosing on or taking possession of and liquidating any and all Collateral securing payment of the Note, and pursuing all of its legal remedies against all parties obligated to repay the Indebtedness. This notice is not an election of remedies or a waiver of the Bank’s right to exercise any prejudgment or self-help rights or remedies which may now or hereafter be available to the Bank pursuant to the terms of the Note or the other Loan Documents, or that are otherwise available at law or in equity. No delay by the Bank in exercising any rights or remedies shall operate as a waiver of any rights or remedies the Bank may have.Page 2 Diaz-Verson March 3, 2006 Furthermore, the acceptance by the Bank of any future payments to the extent they do not represent timely or full payment of the Indebtedness, including all accrued and unpaid interest, late fees, attorneys’ fees or other reimbursable expenses, shall not constitute a waiver by the Bank of any defaults which may exist under the Note and the loan documents executed in connection with the Note. From this date forward, all official or other notices to the Bank concerning the Note and all questions about the Indebtedness are to be directed as follows: SunTrust Bank, 401 East Jackson St., 10" Floor Tampa, FL 33602 Attn: Deborah Fuller, FL-Tampa-4104 Telephone: 813/224-2273 Please give this matter your immediate attention. Sincerely, Dohrn %. avd Deborah L. Fuller Vice President cc: 3 Mountainbrook Ct. Columbus, GA 31904-3308EXHIBIT DSUNT RUST Commercial Note’ an Borrower: Intaglio, Inc. Date: November 03, 2004 Jus Borrower Address: 260 Brookstone Centre Pkwy jer Columbus, GA 31904-2974 Ci Loan Amount: Thirty-Five Thousand, Four Hundred Fifty-Four Dollars and no cents ($35,454.00) GG Account No.: 30483036 Note No.: 18 Officer: Evelyn Turner Pugh, } 15471 c\ Bad For value received, the borrower(s) named above, whether one or more, (the “Borrower’), jointly and severally promise to pay to the w order of SunTrust Bank, a Georgia banking corporation (“SunTrust”) at any of its offices, or at such place as SunTrust may in writing designate, without offset in U.S. Dollars and in immediately available funds, the Loan Amount shown above, or the total of all amounts advanced under this Note if less than the full Loan Amount is advanced, plus interest and any other amounts due, upon the terms specified below. Loan Type: Revolving Demand Master Borrowing Loan Repayment Terms: This is an open end revolving line of credit. The Borrower shall be liable for only so much of the Loan Amount shown above as shall be equal to the total amount advanced to the Borrower, or any of them, by SunTrust from time to time, less all payments made by or for the Borrower and applied by SunTrust to principal, plus interest on each such advance, and any other amounts due. Advances under this Note shall be recorded and maintained by SunTrust in its intemal records and such records shall be conclusive of the principal and interest owed by Borrower unless there is a material error in such records. —~"<“Fhis obligation is payable on demand. SunTrust shall have no obligation to make advances and all amounts outstanding are due on demand. Accrued interest will be payable on the 3rd day of each month beginning on December 03, 2004 and on demand. This Master Borrowing arrangement may be terminated without notice to the undersigned by SunTrust. Additional Terms And Conditions This Note is subject to and governed by additional terms and conditions contained in a(n) Check Access Rider between the Borrower and SunTrust dated November 03, 2004 and any modifications, renewals, extensions or replacements thereof (the “Agreement’). In the event of a conflict between any term or condition contained in this Note and in the Agreement, such term or condition of the Agreement shail control. Interest Interest will accrue on an actual/360 basis (on the actual number of days elapsed over a year of 360 days). Interest shall accrue from the date of disbursement on the unpaid balance and shall continue to accrue until this Note is paid in full. This is a variable rate transaction. The interest rate is prospectively subject to increase or decrease without prior notice. Subject to the above, interest per annum payable on this Note (the “Rate”) shall be a variable rate based on the following Index: The Prime Rate as established from time to time by SunTrust Bank. The SunTrust Prime Rate is a reference for fixing the lending rate for commercial loans and does not necessarily represent the lowest rate of interest charged for commercial borrowings. The SunTrust Prime Rate is subject to increase or decrease at the sole option of SunTrust. The Rate shall be equal to the Index plus 1.00% per annum. Adjustments to the Rate shall be effective as of the date the Index changes. The maximum Rate shall not exceed any maximum rate permitted by applicable law. Renewal This Note represents a renewal and/or amendment of note number 30483036 18 dated or last renewed or extended as of September 24, 2003 executed by Borrower and does not, and is not intended to, constitute a novation of any of the indebtedness evidenced by such note. Collateral Unless otherwise agreed in writing, any collateral pledged to SunTrust to secure any of the existing or future liabilities of the Borrower to SunTrust shail also secure this Note. To the extent permitted by law, the Borrower grants to SunTrust a security interest in and a lien upon all deposits and investments maintained by the Borrower with SunTrust and any affiliates thereof. Collateral for this Note includes, but is not limited to, the following: Ail assets of Intaglio, Inc. as duly described in a security agreement executed by Intaglio, Inc. All of the foregoing security is referred to collectively as the “Collateral”. Unless otherwise agreed in writing, the Collateral is security for the payment of this Note and any other liability (including overdrafts and future advances) of the Borrower to SunTrust, however evidenced, now existing or hereafter incurred, matured or unmatured, direct or indirect, absolute or contingent, several, joint, or joint Copies: 0 Distribution: Original-Collateral File; Copy-Borrower 630106 (09/04) 10630483036000018 Page 1 of 4and several, including any extensions, modifications or renewals. The proceeds of any Collateral may be applied against the liabilities er oi the Borrower to SunTrust in such order as SunTrust deems proper. ™ Loan Purpose And Updated Financial Information Required he The Borrower warrants and represents that the loan evidenced by this Note is being made solely for the purpose of acquiring or carrying on a business, professional or commercial activity or acquiring real or personal property as an investment (other than a re personal investment) or for carrying on an investment activity (other than a personal investment activity). The Borrower agrees to (i provide to SunTrust updated financial information, including, but not limited to, tax returns and current financial statements in form a satisfactory to SunTrust, as well as additional information, reports or schedules (financial or otherwise), all as SunTrust may from time 7} to time request. ra Representations and Warranties hd This Note has been duly executed and delivered by Borrower, constitutes Borrower's valid and legally binding obligations and is i enforceable in accordance with its terms against Borrower. The execution, delivery and performance of this Note and the consummation of the transaction contemplated will not, with or without the giving of notice or the lapse of time, (a) violate any material law applicable to Borrower, (b) violate any judgment, writ, injunction or order of any court or governmental body or officer applicable to UM Borrower, (c) violate or result in the breach of any material agreement to which Borrower is a party nor (d) as applicable, violate any charter, bylaws, operating agreement, partnership agreement or any other agreement by which Borrower is bound. No consent, approval, license, permit or other authorization of any third party or any governmental body or officer is required for the valid and lawful execution and delivery of this Note. Setoff and Other Remedies As used herein, the term “Obligor” shall individually and collectively refer to the Borrower and any other person or entity that is primarily or secondarily liable on the Note and any person or entity that has conveyed or may hereafter convey any security interest or lien to SunTrust in any real or personal property to secure payment of this Note. To the extent permitted by law, if payment is not made upon demand, SunTrust will have the right, in addition to all other remedies permitted by law, to set off the amount due under this Note or due under any other obligation of Borrower to SunTrust against any and all accounts, whether checking or savings or otherwise, credits, money, stocks, bonds or other security or property of any nature whatsoever on deposit with, held by, owed by, or in the possession of, SunTrust to the credit of or for the account of any Obligor, without notice to or consent by Obligor. If payment is not made upon demand, Borrower shall be deemed to be in default and SunTrust shall be entitled to interest on the unpaid balance of the Note at the lesser of (i) the Rate plus 4.00% per annum or (ii) the maximum rate allowed by law (the “Default Rate”) from the time of demand until paid in full. The remedies provided in this Note and any other agreement between SunTrust and any Obligor are cumulative and not exclusive of any other remedies provided by applicable law. Late Charges And Other Authorized Fees And Charges lf any portion of a payment is at least 10 days past due, the Borrower agrees to pay a late charge of the lesser of $50.00 or 5% of the amount which is past due. Uniess prohibited by applicable law, the Borrower agrees to pay the fee established by SunTrust from time to time for returned checks if a payment is made on this Note with a check and the check is dishonored for any reason after the second presentment. In addition to any other amounts owed under the terms of this Note, the Borrower agrees to pay those fees and charges disclosed in the attached Disbursements and Charges Summary which is incorporated in this Note by reference and, as permitted by applicable law, the Borrower agrees to pay the following: (a) all expenses, including, without limitation, any and all costs incurred by SunTrust related to default, all court costs and out-of-pocket collection expenses and attorneys’ fees, not to exceed 15% of the amount of the unpaid principal balance plus accrued interest and other charges due at the time this Note is referred to an attorney for collection, whether suit be brought or not, incurred in collecting this Note; (b) all costs incurred in evaluating, preserving or disposing of any Collateral granted as security for the payment of this Note, including the cost of any audits, appraisals, appraisal updates, reappraisals or environmental inspections which SunTrust from time to time in its sole discretion may deem necessary; (c) any premiums for property insurance purchased on behalf of the Borrower or on behalf of the owner(s) of any Collateral pursuant to any security instrument relating to any Collateral; and (d) any expenses or costs incurred in defending any claim arising out of the execution of this Note or the obligation which it evidences, or otherwise involving the employment by SunTrust of attorneys with respect to this Note and the obligations it evidences. The Borrower agrees to pay such amounts on demand or, at SunTrust’s option, such amounts may be added to the unpaid balance of the Note and shall accrue interest at the stated Rate. Upon the occurrence of an event of default, or after demand and failure to pay if this Note is payable on demand, interest shall accrue at the Default Rate. Prepayment Provision Borrower may make a prepayment in any amount at any time without penaity. Waivers The Borrower and each other Obligor waive presentment, demand, protest, notice of protest and notice of dishonor and waive all exemptions, whether homestead or otherwise, as to the obligations evidenced by this Note and waive any discharge or defenses based on suretyship or impairment of Collateral or of recourse. The Borrower and each other Obligor waive any rights to require SunTrust to proceed against any other Obligor or any Collateral before proceeding against the Borrower or any of them, or any other Obligor, and agree that without notice to any Obligor and without affecting any Obligor’s liability, SunTrust, at any time or times, may grant extensions of the time for payment or other indulgences to any Obligor or permit the renewal or modification of this Note, or permit the substitution, exchange or release of any Collateral for this Note and may add or release any Obligor primarily or secondarily liable. The Borrower and each other Obligor agree that SunTrust may apply all monies made available to it from any part of the proceeds of the disposition of any Collateral or by exercise of the right of setoff either to the obligations under this Note or to any other obligations of any Obligor to SunTrust, as SunTrust may elect from time to time. Waiver of Jury Trial hy, 630106 (09/04) p 2 of 4 ageTHE BORROWER AND SUNTRUST HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO yy THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY N RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON OR ARISING “” OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO” BE EXECUTED IN CONJUNCTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS *" (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT (1 FOR SUNTRUST ENTERING INTO OR ACCEPTING THIS NOTE. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO ae REPRESENTATIVE OR AGENT OF SUNTRUST, NOR SUNTRUST’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR ~ OTHERWISE, THAT SUNTRUST WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF "5 RIGHT TO JURY TRIAL PROVISION. K Patriot Act Notice By SunTrust hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act Title III of Pub. L. 107-56 (signed into ~ ] law October 26, 2001), SunTrust may be required to obtain, verify and record information that identifies the Borrower, which information, om includes the name and address of the Borrower and other information that will allow SunTrust to identify the Borrower in accordance with the Act. Miscellaneous All amounts received by SunTrust shall be applied to expenses, late fees and interest before principal or in any other order as determined by SunTrust, in it sole discretion, as permitted by law. Any provision of this Note which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination or waiver of any provision of this Note, nor consent to any departure by the Borrower from any term of this Note, shall in any event be effective unless it is in writing and signed by an authorized officer of SunTrust, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the part of SunTrust to exercise any right, power or remedy under this Note shall be construed as a waiver of the right to exercise the same or any other right at any time. If the Rate is tied to an external index and the index becomes unavailable during the term of this loan, SunTrust may, in its sole and absolute discretion, designate a substitute index with notice to the Borrower. The captions of the paragraphs of this Note are for convenience only and shall not be deemed to constitute a part hereof or used in construing the intent of the parties. All representations, warranties, covenants and agreements contained herein or made in writing by Borrower in connection herewith shall survive the execution and delivery of this Note and any other agreement, document or writing relating to or arising out of any of the foregoing. All notices or communications given to Borrower pursuant to the terms of this Note shall be in writing and given to Borrower at Borrower's address stated above unless Borrower notifies SunTrust in writing of a different address. Unless otherwise specifically provided herein to the contrary, such written notices and communications shall be delivered by hand or overnight courier service, or mailed by first class mail, postage prepaid, addressed to the Borrower at the address referred to herein. Any written notice delivered by hand or by overnight courier service shall be deemed given or received upon receipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the third (3°) business day after being deposited in the U.S. Mail. Not