Exhibit 10.3
STATE OF KENTUCKY
COUNTY OF MADISON
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
FIXTURE FILING AND SECURITY AGREEMENT
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, FIXTURE
FILING AND SECURITY AGREEMENT ("Mortgage"), made and executed this 11th day of
July, 2006, by and among XXXXXXXXX WEAVERS, INC., a Kentucky corporation, whose
address is 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx 00000, as Party of the
First Part, being hereinafter called "Mortgagor"; and THE CIT GROUP/COMMERCIAL
SERVICES, INC., a New York corporation, whose address is 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000, as Party of the Second
Part, being hereinafter called "Lender";
WITNESSETH:
That for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, and in order to secure the indebtedness and other obligations of
Mortgagor and its affiliates as hereinafter set forth, Mortgagor does hereby
grant, bargain, mortgage, sell and convey unto Lender and its successors and
assigns the following:
(A) THE LAND. The land (the "Land") situated in Madison County, Kentucky,
which is described in detail in Schedule A attached hereto and incorporated
herein and made a part of this document for all purposes.
(B) THE IMPROVEMENTS: TOGETHER WITH (1) all the buildings, structures and
improvements of every nature whatsoever now or hereafter situated on the Land,
and (2) all fixtures, machinery, appliances, equipment, furniture and personal
property of every nature whatsoever now or hereafter owned by Mortgagor and
located in or on, attached to, and used or intended to be used in connection
with or with the operation of, the Land, buildings, structures or other
improvements, or in connection with any construction being conducted or which
may be conducted thereon, and all extensions, additions, improvements,
betterments, renewals, substitutions and replacements to any of the foregoing,
and all of the right, title and interest of Mortgagor in and to any such
personal property or fixtures, which, to the fullest extent permitted by law,
shall be conclusively deemed fixtures and a part of the real property encumbered
hereby (hereinafter called the "Improvements").
(C) EASEMENTS AND OTHER PROPERTY INTERESTS: TOGETHER WITH all easements,
rights-of-way, gores of land, streets, ways, alleys, passages, sewer rights,
water courses, water rights and powers, other real property and interests
therein, and all appurtenances whatsoever, in any way belonging, relating or
appertaining to any of the property described in
paragraphs (A) and (B) hereof, or which hereafter shall in any way belong,
relate or be appurtenant thereto, whether now owned or hereafter acquired by
Mortgagor by adverse possession or in any other manner.
(D) TOGETHER WITH (i) all of the estate, right, title and interest of
Mortgagor of, in and to all judgments, insurance proceeds, awards of damages and
settlements hereafter made resulting from condemnation proceedings or the taking
of the property described in paragraphs (A), (B) and (C) hereof or any part
thereof under the power of eminent domain, or for any damage (whether caused by
such taking or otherwise) to the property described in paragraphs (A), (B) and
(C) hereof or any part thereof, or to any rights appurtenant thereto, and all
proceeds of any sales or other disposition of the property described in
paragraphs (A), (B) and (C) hereof or any part thereof; and Lender is hereby
authorized to collect and receive said awards and proceeds in accordance with
this Mortgage and to give proper receipts and acquittances therefor, and (if it
so elects) to apply the same in accordance with this Mortgage toward the payment
of the indebtedness and other sums secured hereby, notwithstanding the fact that
the amount owing thereon may not then be due and payable; and (ii) all contract
rights, general intangibles, actions and rights in action, including without
limitation all rights to insurance proceeds and unearned premiums arising from
or relating to the property described in paragraphs (A), (B) and (C) above; and
(iii) all proceeds, products, replacements, additions, substitutions, renewals
and accessions of and to the property described in paragraphs (A), (B) and (C).
(E) TOGETHER WITH all rents, income, accounts receivable and other benefits
to which Mortgagor may now or hereafter be entitled from the property described
in paragraphs (A), (B) and (C) hereof to be applied against the indebtedness and
other sums secured hereby; provided, however, that permission is hereby given to
Mortgagor, so long as no Event of Default (as defined in Section 2.01) has
occurred hereunder, to collect and use such rents, income and other benefits as
they become due and payable, but not in advance thereof. Upon the occurrence of
any such Event of Default, the permission hereby given to Mortgagor to collect
such rents, accounts receivable, income and other benefits from the property
described in paragraphs (A), (B) and (C) hereof shall terminate and such
permission shall not be reinstated upon a cure of such Event of Default without
Lender's specific written consent.
The foregoing provisions hereof shall constitute an absolute and present
assignment of the rents, income and other benefits from the property described
in (A), (B) and (C) above, subject, however, to the conditional permission given
to Mortgagor to collect and use such rents, income and other benefits as
hereinabove provided; and the existence or exercise of such right of Mortgagor
shall not operate to subordinate this assignment to any subsequent assignment,
in whole or in part, by Mortgagor, and any such subsequent assignment by
Mortgagor shall be subject to the rights of Lender hereunder.
(F) TOGETHER WITH all right, title and interest of Mortgagor in and to any
and all leases now or hereafter on or affecting the property described in
paragraphs (A), (B) and (C) hereof, and all books and records which contain
payments made under the leases and all security therefor.
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(G) TOGETHER WITH (i) the Mortgagor's rights further to encumber the
property described in paragraphs (A), (B), (C) and (F) above for debt; and (ii)
all of the Mortgagor's rights to enter into any lease or lease agreement.
All of the property described in paragraphs (A), (B), (C), (D), (E), (F)
and (G) above, and each item of property therein described, is hereinafter
referred to as the "Property".
TO HAVE AND TO HOLD the Property and all parts thereof unto Lender and its
successors and assigns, forever upon the trust, terms and conditions contained
herein.
This Mortgage is executed and delivered by Mortgagor to secure the
following described obligations, liabilities and indebtedness of Mortgagor and
its affiliates to Lender (hereinafter collectively referred as the
"Obligations"):
(a) All loans, advances, indebtedness, obligations and liabilities now
or from time to time hereafter owing by Mortgagor, Crown Crafts, Inc., a
Delaware corporation ("CCI"), Crown Crafts Infant Products, Inc., a Delaware
corporation ("CCIP") and Hamco, Inc., a Louisiana corporation ("Hamco"; together
with Mortgagor, CCI and CCIP, the "Borrowers" and each a "Borrower"), to Lender
under that certain Financing Agreement, dated of even date herewith (such
Financing Agreement, as it may hereafter be amended from time to time, being
hereinafter called the "Financing Agreement," capitalized terms used but not
otherwise defined herein having the same meaning given therein), or under any
agreement, instrument or document executed or delivered to Lender in respect of
the Financing Agreement or the transactions contemplated thereby, pursuant to
which Lender has agreed to make a revolving line of credit available to the
Borrowers pursuant to which revolving loans may be made, repaid and re-advanced
in accordance with and evidenced by the Financing Agreement up to a maximum
aggregate principal amount of such revolving loans outstanding at any one time
in the sum of $22,000,000, which revolving loans have a maturity date of July
11, 2009.
(b) All indebtedness, obligations and liabilities of Mortgagor arising
under this Mortgage;
(c) All advances made by Lender to protect or preserve the Property or
the lien hereof on the Property, or for taxes, assessments, insurance premiums,
or other advances authorized under the terms of this Mortgage (whether or not
Mortgagor remains the owner of the Property at the time of such advance);
(d) Any and all renewals, extensions, modifications, substitutions,
replacements or consolidations of the Note or any other indebtedness,
liabilities and obligations described in paragraphs (a), (b) or (c) above; and
(e) All other obligations, liabilities and indebtedness of every kind
and character now or hereafter owing by Mortgagor or any other Borrower to
Lender, however created, incurred or evidenced, direct or indirect, absolute or
contingent, and whether owing under the Financing Agreement, this Mortgage or
the other Loan Documents (as hereinafter
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defined), including without limitation, all "Obligations" of Mortgagor and each
other Borrower to Lender, as such term is defined in the Financing Agreement.
The Financing Agreement, this Mortgage, and all other instruments,
agreements, documents and guaranty agreements executed in connection with the
Financing Agreement or the transactions contemplated thereby are hereinafter
collectively called the "Loan Documents".
PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid
the Obligations secured hereby in accordance with the terms thereof when the
same shall become due and payable and shall keep, perform and observe, or cause
to be kept, performed and observed, all the terms, conditions and requirements
of the Loan Documents and of this Mortgage, then, upon complete payment and
satisfaction thereof, this Mortgage shall be null and void and of no further
force and effect and shall be released by Lender upon the written request and at
the expense of Mortgagor.
ARTICLE ONE
COVENANTS OF MORTGAGOR
Mortgagor covenants and agrees with Lender, or any successor in title as
holder of the Obligations secured hereby, as follows:
1.01 Performance of Loan Documents. Mortgagor shall perform, observe and
comply with, or cause to be performed, observed and complied with, all
provisions of the Loan Documents and will promptly pay or cause to be paid to
Lender the principal with interest thereon of all Obligations when payment shall
become due.
1.02 General Representations, Covenants and Warranties. Mortgagor
represents, warrants and covenants that (a) subject only to the rights of others
provided in the instruments described in Schedule B attached hereto and
incorporated herein, Mortgagor is seized of an indefeasible estate in fee simple
in, and has good and absolute title to, the Property, and has good right, full
power and lawful authority to encumber the same as provided herein and Lender
may at all times peaceably and quietly enter upon, hold, occupy and enjoy the
Property in accordance with applicable law and with the terms hereof; (b) the
Property is free and clear of all liens, security interests, charges and
encumbrances whatsoever except those described in Schedule B; (c) Mortgagor will
maintain and preserve the lien of this Mortgage until the Obligations secured
hereby have been paid in full; (d) the Property is improved with those
improvements described in Schedule C attached hereto and incorporated herein and
made a part hereof and has frontage on, and direct access of ingress, egress,
and regress to, the street(s) described therein; (e) electric, gas, sewer, water
facilities and any other necessary utilities are, and at all times hereafter
shall be, available in sufficient capacity to service the Property
satisfactorily, and any easements necessary to the furnishing of such utility
service to Mortgagor have been obtained; and (f) the representations, warranties
and covenants made by Mortgagor in the Loan Documents are incorporated herein by
reference and made a part hereof.
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1.03 Compliance with Laws. Mortgagor covenants and warrants that the
Property presently complies with and will continue to comply with all applicable
restrictive covenants, applicable zoning and subdivision ordinances and building
codes, all applicable health and environmental laws and regulations and other
applicable laws, rules and regulations which affect the Property and the
operations of Mortgagor on the Property. If Mortgagor receives notice from any
federal, state or other governmental body that it is not in compliance with any
such covenant, ordinance, code, law or regulation, Mortgagor will provide Lender
with a copy of such notice and comply with the provisions of such notice
promptly.
1.04 Taxes and Other Charges.
1.04.1 Taxes and Assessments. Mortgagor shall pay promptly when due all
taxes, assessments, rates, dues, charges, fees, levies, fines, impositions,
liabilities, obligations and encumbrances of every kind whatsoever now or
hereafter imposed, levied or assessed upon or against the Property or any part
thereof, or upon or against this Mortgage or the Obligations secured hereby, or
upon or against the interest of Lender in the Property, as well as all income
taxes, assessments and other governmental charges levied and imposed by the
United States of America or any state, county, municipality or other taxing
authority upon or against Mortgagor or in respect of the Property or any part
thereof.
1.04.2 Mechanic's and Other Liens. Mortgagor shall not permit or suffer any
mechanic's, laborer's, materialman's, statutory or other lien (other than any
lien for taxes not yet due) to be created upon or filed against the Property. If
Mortgagor shall desire to contest the validity of a lien claimed by any
mechanic, laborer or materialman, Mortgagor shall cause the lien to be bonded
off in accordance with applicable law, without expense to Lender, or shall
furnish such other security with respect thereto as is acceptable to Lender.
1.04.3 Taxes Affecting Lender's Interest. If any state, federal, municipal
or other governmental law, order, rule or regulation, passed subsequent to the
date hereof, in any manner changes or modifies existing laws governing the
taxation of deeds of trust, mortgages or debts secured by deeds of trust,
mortgages, or the manner of collecting taxes so as to materially, adversely
affect Lender's security in the Property, the entire balance of the Obligations
secured by this Mortgage and all interest accrued thereon shall upon
commercially reasonable notice to Mortgagor become due and payable forthwith at
the option of Lender.
1.04.4 Tax Escrow. In order to secure the performance and discharge of
Mortgagor's obligations under this paragraph 1.04, but not in lieu of such
obligations, Mortgagor, upon Lender's request, will pay over to Lender an amount
equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes,
assessments and charges (which taxes, assessments and charges, for purposes of
this paragraph, shall include without limitation water and sewer rents, and
shall hereinafter be collectively called "Taxes") of the nature described in
paragraph 1.04 for each month that has elapsed since the last date to which the
Taxes were paid; and Mortgagor will, in addition, during the continuance of an
Event of Default and upon Lender's request, pay over to Lender together with
each installment of the Obligations sufficient funds (as estimated
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from time to time by Lender in its sole discretion) to permit Lender to pay when
due the Taxes. During the continuance of an Event of Default and upon Lender's
request, Mortgagor shall also deliver to Lender such additional monies as are
required to make up any deficiencies in the amounts necessary to enable Lender
to pay the Taxes. Such deposits shall not be, nor be deemed to be, trust funds
but may be commingled with the general funds of Lender, and no interest shall be
payable in respect thereof. Lender may apply to the reduction of the Obligations
secured hereby (without prepayment penalty), in such manner as Lender shall
determine, any amount under this paragraph 1.04.4 remaining to Mortgagor's
credit.
1.04.5 No Credit Against the Obligations Secured Hereby. Mortgagor shall
not claim, demand or be entitled to receive any credit, against the principal or
interest payable on the Obligations for so much of the Taxes assessed against
the Property or any part thereof or that are applicable to the Obligations
secured hereby or to Lender's interest in the Property. No deduction shall be
claimed from the taxable value of the Property or any part thereof by reason of
the Obligations, this Mortgage or any other instrument securing the Obligations.
1.04.6 Insurance.
(a) Mortgagor shall, at its sole expense, keep the Property insured in
such amounts and against such risks and damages as is required by the Financing
Agreement. All policies of insurance shall contain an endorsement, in form and
substance acceptable to Lender, showing loss payable to Lender as its interests
appear. Such endorsement, or an independent instrument delivered to Lender,
shall provide that the insurance companies will give Lender at least thirty (30)
days prior written notice before any such policy or policies of insurance shall
be altered or cancelled and that no act or default of Mortgagor or any other
person shall affect the right of Lender to recover under such policy or policies
of insurance in case of loss or damage.
(b) In order to secure the performance and discharge of Mortgagor's
obligations under this paragraph 1.04.6, but not in lieu of such obligations,
Mortgagor, during the continuance of an Event of Default, upon Lender's request,
will pay over to Lender an amount equal to one-twelfth (1/12th) of the next
maturing annual insurance premiums for each month that has elapsed since the
last date to which such premiums were paid; and Mortgagor will, in addition,
during the continuance of an Event of Default, upon Lender's request, pay over
to Lender together with each installment on the Obligations sufficient funds (as
estimated from time to time by Lender in its sole discretion) to permit Lender
to pay said premiums when due. Such deposits shall not be, nor be deemed to be,
trust funds but may be commingled with the general funds of Lender, and no
interest shall be payable in respect thereof. During the continuance of an Event
of Default, upon Lender's request, Mortgagor shall also deliver to Lender such
additional monies as are necessary to make up any deficiencies in the amounts
necessary to enable Lender to pay such premiums when due.
(c) Pursuant to its rights granted hereunder in all proceeds from any
insurance policies, Lender is hereby authorized and empowered at its option to
adjust or compromise any loss under any insurance policies on the Property and
to collect and receive the proceeds from
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any such policy or policies. Each insurance company is hereby authorized and
directed to make payment for all such losses directly to Lender alone and not to
Mortgagor and Lender jointly. After deducting from such insurance proceeds any
expenses incurred by Lender in the collection or handling of such funds, the net
proceeds received by Lender shall be applied as follows: (i) if a Default (as
such term is defined in the Financing Agreement) or Event of Default shall have
occurred and is continuing, the entire net proceeds of any insurance claim
received by Lender shall, at Lender's option, be applied to the Obligations
secured hereby; and (ii) if a Default or Event of Default shall not have
occurred and be continuing, then the net proceeds of any claim of less than
$50,000 shall be released to Mortgagor to be used solely by Mortgagor for
repairing and restoring the Property, and the net proceeds of any claim of more
than $50,000 shall be held by Lender for Mortgagor's benefit (subject to the
lien of Lender therein as security for the Obligations) and advanced to
Mortgagor from time to time, but not more often than monthly, against such
requisition or other evidence of restoration or repair of the Property,
including architect's or engineer's certificates and copies of bills and
invoices for work and materials used in connection therewith, as Lender may
reasonably require, without affecting the lien of this Mortgage for the full
amount of the Obligations secured hereby. In no event, however, shall any
advance be made which will result in the funds remaining with Lender being less
than the cost of completion of restoration of the Property as estimated by an
architect or engineer reasonably satisfactory to Lender. If, upon completion of
restoration of the Property there remain funds with Lender, Lender shall apply
the remaining funds to the Obligations secured hereby (without any prepayment
penalty). Any funds applied against the Obligations secured hereby shall be
applied to particular Obligations, whether then matured or to mature in the
future, in such order and in such manner as Lender in its discretion determines.
Although Lender intends to use its best efforts to collect such payments in a
timely fashion, Lender shall not be responsible for any failure to collect any
insurance proceeds due under the terms of any policy regardless of the cause of
such failure.
1.04.7 Non-Impairment of Lender's Rights. Nothing contained in either of
paragraphs 1.04.4 and 1.04.6(b) shall be deemed to affect any right or remedy of
Lender under any provision of this Mortgage or of any statute or rule of law to
pay any amount required to be paid by paragraphs 1.04.1 and 1.04.6 and to add
the amount so paid to the Obligations hereby secured. Although Lender intends to
use its best efforts to make such payments in a timely fashion, the arrangements
provided for in paragraph 1.04.4 and 1.04.6 are solely for the added protection
of Lender and entail no responsibility on Lender's part beyond the allowing of
due credit, without interest, for sums actually received by it. Upon assignment
of this Mortgage, any funds on hand shall be turned over to the assignee and any
responsibility of Lender with respect thereto shall terminate.
1.05 Condemnation. Lender shall be entitled to all compensation awards,
damages, claims, rights of action and proceeds of, or on account of, any damage
or taking through condemnation and is hereby authorized, at its option, to
commence, appear in and prosecute in its own or Mortgagor's name any action or
proceeding relating to any condemnation and to settle or compromise any claim in
connection therewith. All such compensation awards, damages, claims, rights of
action and proceeds, and any other payments or relief, and the right thereto,
are
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included in the Property and Lender, after deducting therefrom all of its
expenses including reasonable attorneys' fees incurred in the collection or
handling of such funds, shall apply the net proceeds thereof as follows: (i) if
a Default or Event of Default shall have occurred and is continuing, the entire
net proceeds of any condemnation award received by Lender shall, at Lender's
option, be applied to the Obligations secured hereby, and (ii) if a Default or
Event of Default shall not have occurred and be continuing, then the net
proceeds of any condemnation award of less than $50,000 shall be released to
Mortgagor to be used solely by Mortgagor for repairing and restoring the
Property, and the net proceeds of any condemnation award of more than $50,000
shall be held by Lender for Mortgagor's benefit (subject to the lien of Lender
therein as security for the Obligations) and advanced to Mortgagor from time to
time, but not more often than monthly, against such requisition or other
evidence of restoration or repair of the Property, including architect's or
engineer's certificates and copies of bills and invoices for work and materials
used in connection therewith, as Lender may reasonably require, without
affecting the lien of this Mortgage for the full amount of the Obligations
secured hereby. In no event, however, shall any advance be made which will
result in the funds remaining with Lender being less than the cost of completion
of restoration of the Property as estimated by an architect or engineer
reasonably satisfactory to Lender. If, upon completion of restoration of the
Property there remain funds with Lender, Lender shall apply the remaining funds
to the Obligations secured hereby (without any prepayment penalty). Any funds
applied against the Obligations secured hereby shall be applied to particular
Obligations, whether then matured or to mature in the future, in such order and
in such manner as Lender in its discretion determines. Mortgagor agrees to
execute such further assignments of any compensation awards, damages, claims,
rights of action and proceeds as Lender may reasonably require. Notwithstanding
any such condemnation, Mortgagor shall continue to pay interest, computed at the
rate provided in the Loan Documents, on the entire unpaid principal amount
thereof.
1.06 Care of Property.
(a) Mortgagor shall preserve and maintain the Property in good
condition and repair, ordinary wear and tear excepted. Mortgagor shall not
permit, commit or suffer any waste, impairment or deterioration of the Property
or of any part thereof, and will not take any action which will increase the
risk of fire or other hazard to the Property or to any part thereof.
(b) No part of the Property shall be removed, demolished or altered
without the prior written consent of Lender, except in the ordinary course of
business.
(c) Lender may enter upon and inspect the Property at any reasonable
time during the life of this Mortgage.
(d) If any part of the Property shall be lost, damaged or destroyed by
fire or any other cause, Mortgagor will give immediate written notice thereof to
Lender and shall promptly restore the Property to the equivalent of its original
condition regardless of whether or not there shall be any insurance proceeds
therefor (subject to Lender's obligations set forth in paragraph 1.04(6)(c) and
1.05 hereof). If a part of the Property shall be lost, physically
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damaged, or destroyed through condemnation, Mortgagor will promptly restore,
repair or alter the remaining property in a manner satisfactory to Lender.
(e) No work required to be performed under paragraphs 1.04.6(c), 1.05
or 1.06(d) shall be undertaken until plans and specifications therefor have been
submitted to and approved in writing by Lender.
1.07 Further Assurances. At any time and from time to time, upon Lender's
request, Mortgagor shall make, execute and deliver, or cause to be made,
executed and delivered, to Lender and where appropriate shall cause to be
recorded or filed, and from time to time thereafter to be re-recorded and
refiled at such time and in such offices and places as shall be deemed desirable
by Lender, any and all such further deeds of trust, instruments or further
assurance, certificates and other documents as Lender may consider necessary or
desirable in order to effectuate, complete, or perfect, or to continue and
preserve the obligations of Mortgagor under the Loan Documents and this
Mortgage, and the lien of this Mortgage as a lien upon all of the Property,
whether now owned or hereafter acquired by Mortgagor. Upon any failure by
Mortgagor to do so, Lender may make, execute, record, file, re-record or refile
any and all such deeds of trust, instruments, certificates and documents for and
in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Lender the
agent and attorney-in-fact of Mortgagor to do so.
1.08 Security Agreements and Financing Statements. Mortgagor (as Debtor)
hereby grants to Lender (as Creditor and Secured Party) a security interest in
all fixtures, machinery, appliances, equipment, furniture and personal property
of every nature whatsoever constituting part of the Property.
Mortgagor shall execute any and all such documents, including without
limitation, financing statements pursuant to the applicable Uniform Commercial
Code, as Lender may reasonably request, to preserve and maintain the priority of
the lien created hereby on property which may be deemed personal property or
fixtures, and shall pay to Lender on demand any expenses incurred by Lender in
connection with the preparation, execution and filing of any such documents.
Mortgagor hereby authorizes and empowers Lender to execute and file, on
Mortgagor's behalf, all financing statements and refilings and continuations
thereof as Lender reasonably deems necessary or advisable to create, preserve
and protect said lien. When and if Mortgagor and Lender shall respectively
become the Debtor and Secured Party in any Uniform Commercial Code financing
statement affecting the Property, this Mortgage shall be deemed a security
agreement as defined in said Uniform Commercial Code and the remedies for any
violation of the covenants, terms and conditions of the agreements herein
contained shall be (i) as prescribed herein, (ii) by general law, or (iii) as to
such part of the security which is also reflected in said financing statement by
the specific statutory consequences now or hereafter enacted and specified in
the Uniform Commercial Code, all at Lender's sole election.
Mortgagor and Lender agree that the filing of a financing statement in the
records normally having to do with personal property shall never be construed as
in any way derogating
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from or impairing the express declaration and intention of the parties hereto,
hereinabove stated, that everything used in connection with the production of
income from the Property and/or adapted for use therein and/or which is
described or reflected in this Mortgage is, and at all times and for all
purposes and in all proceedings both legal or equitable, shall be regarded as
part of the real estate encumbered by this Mortgage irrespective of whether (i)
any such item is physically attached to the Improvements, (ii) serial numbers
are used for the better identification of certain equipment items capable of
being thus identified in a recital contained herein or in any list filed with
Lender, or (iii) any such item is referred to or reflected in any such financing
statement so filed at any time. Similarly, the mention in any such financing
statement of (1) rights in or to the proceeds of any fire and/or hazard
insurance policy, or (2) any award in eminent domain proceedings for a taking or
for loss of value, or (3) Mortgagor's interest as lessor in any present or
future lease or rights to income growing out of the use and/or occupancy of the
Property, whether pursuant to lease or otherwise, shall never be construed as in
any way altering any of the rights of Lender as determined by this instrument or
impugning the priority of Lender's lien granted hereby or by any other recorded
document, but such mention in the financing statement is declared to be for the
protection of Lender in the event any court or judge shall at any time hold with
respect to (1), (2) and (3) that notice of Lender's priority of interest to be
effective against a particular class of persons, including but not limited to
the federal government and any subdivisions or entity of the federal government,
must be filed in the Uniform Commercial Code records.
1.09 Assignment of Rents. The assignment contained in paragraph (E) of this
Mortgage shall be fully operative without any further action on the part of
either party and specifically Lender shall be entitled, at its option, upon the
occurrence of an Event of Default hereunder, to all rents, income and other
benefits from the property described in paragraphs (A), (B), (C) and (D) hereof
whether or not Lender takes possession of such property. To the extent permitted
under applicable law, Mortgagor hereby further grants to Lender the right (i) to
enter upon and take possession of the Property for the purpose of collecting the
said rents, income and other benefits, (ii) to dispossess by the usual summary
ejectment proceedings any tenant defaulting in the payment thereof to Lender,
(iii) to let the Property or any part thereof, and (iv) to apply said rents,
income and other benefits, after payment of all necessary charges and expenses,
on account of the Obligations secured hereby. Such assignment and grant shall
continue in effect until the Obligations secured hereby are paid, the execution
of this Mortgage constituting and evidencing the irrevocable consent of
Mortgagor to the entry upon and taking possession of the Property by Lender
pursuant to such grant to the extent permitted under applicable law, whether or
not enforcement of this Mortgage has been instituted. Neither the exercise of
any rights under this paragraph by Lender nor the application of any such rents,
income or other benefits to the Obligations secured hereby, shall cure or waive
any default or notice of default hereunder or invalidate any act done pursuant
hereto or to any such notice, but shall be cumulative of all other rights and
remedies.
1.10 After-Acquired Property. To the extent permitted by and subject to
applicable law, the lien of this Mortgage will automatically attach, without
further act, to all after-acquired property located in or on, or attached to the
Property or any part thereof.
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1.11 Leases Affecting Encumbered Property. Mortgagor represents that the
schedule of leases set forth in Schedule C is true and correct; that all such
leases are presently in effect and that no default by Mortgagor exists in such
leases. As any such lease shall expire or terminate or as any new lease shall be
made, Mortgagor shall so notify Lender in order that at all times Lender shall
have a current list of all leases affecting the property described in paragraphs
(A), (B) and (C) hereof. The assignment contained in paragraph (F) of this
Mortgage shall not be deemed to impose upon Lender any of the obligations or
duties of Mortgagor provided in any such lease (including, without limitation,
any liability under the covenant of quiet enjoyment contained in any lease in
the event that any tenant shall have been joined as a party defendant in any
action to enforce this Mortgage and shall have been barred and foreclosed
thereby of all right, title and interest and equity of redemption in the
Property or any part thereof), and Mortgagor shall comply with and observe its
obligations in all material respects as landlord under all leases affecting the
Property or any part thereof. Mortgagor, if required by Lender, shall furnish
promptly to Lender original or certified copies of all such leases now existing
or hereafter created. Mortgagor shall not, without the express prior written
consent of Lender, enter into any lease affecting the Property, or materially
amend, modify, extend, terminate or cancel, accept the surrender of,
subordinate, accelerate the payment of rent as to, or change the terms of any
renewal option of any such lease now existing or hereafter created, or permit or
suffer an assignment or sublease. Mortgagor shall not accept payment of rent
more than one (1) month in advance without the prior written consent of Lender.
With respect to the assignment contained in paragraph (F) of this Mortgage,
Mortgagor shall, from time to time upon request of Lender, specifically assign
to Lender as additional security hereunder, by an instrument in writing in such
form as may be approved by Lender, all right, title and interest of Mortgagor in
and to any and all leases now or hereafter on or affecting the Property,
together with all security therefor and all monies payable thereunder, subject
to the conditional permission hereinabove given to Mortgagor to collect the
rentals under any such lease. Mortgagor shall also execute and deliver to Lender
any notification, financing statement or other document required by Lender to
perfect the foregoing assignment as to any such lease. The provisions of this
paragraph 1.11 shall be subject to the provisions of said paragraph (F).
1.12 Lender's Performance of Defaults. If Mortgagor defaults in the payment
of any tax, assessment, encumbrance or other imposition, in its obligation to
furnish insurance hereunder, or in the performance or observance of any other
covenant, condition or term in this Mortgage or the Loan Documents, Lender may,
to preserve its interest in the Property, perform or observe the same, and all
payments made (whether such payments are regular or accelerated payments) and
costs and expenses incurred or paid by Lender in connection therewith shall
become due and payable immediately. The amounts so incurred or paid by Lender
together with interest thereon at the Default Rate (as such term is defined in
the Financing Agreement) from the date incurred until paid by Mortgagor, shall
be added to the Obligations and secured by the lien of this Mortgage. Lender is
hereby empowered to enter and authorize others to enter upon the Property or any
part thereof for the purpose of performing or observing any such defaulted
covenant, condition or term, without thereby becoming liable to Mortgagor or any
person in possession holding under Mortgagor.
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1.13 Use of Property. Mortgagor covenants that the Property will be used,
if at all, for the purposes set forth in Schedule C.
1.14 Required Notices. Mortgagor shall notify Lender promptly of the
occurrence of any of the following: (i) receipt of notice from any governmental
authority relating to the Property; (ii) receipt of a notice from any tenant
leasing all or any portion of the Property; (iii) any change in the occupancy of
the Property; (iv) receipt of any notice from the holder of any other lien or
security interest in the Property; or (v) commencement of any judicial or
administrative proceedings by or against or otherwise affecting Mortgagor, the
Property or any Borrower or entity controlled by or under common control with
Mortgagor, or any other action by any creditor thereof as a result of any
default under the terms of any loan.
1.15 Future Indebtedness of Mortgagor. The lien of this Mortgage secures,
as of the date hereof, without further act, all Obligations, and any additional
indebtedness, whether direct, indirect, existing, future, contingent or
otherwise, made by Lender to or for the benefit of Mortgagor and the other
Borrowers from time to time hereafter; provided, however, that the total
additional indebtedness secured hereby shall in no event exceed the principal
sum of Twenty-Two Million Dollars ($22,000,000), plus interest, costs and
advances made by Lender to protect or preserve the Property or the lien hereof
on the Property, or for taxes, assessments, or insurance premiums as herein
provided.
ARTICLE TWO
DEFAULTS
2.01 Event of Default. The term "Event of Default", wherever used in this
Mortgage, shall have the meaning ascribed to such term in the Financing
Agreement.
ARTICLE THREE
REMEDIES
3.01 Acceleration of Maturity. If an Event of Default shall have occurred,
then all of the Obligations secured hereby shall, at Lender's option,
immediately become due and payable without notice or demand, time being of the
essence hereof; and no omission on the part of Lender to exercise such option
when entitled to do so shall be construed as a waiver of such right.
3.02 Lender's Power of Enforcement. If an Event of Default shall have
occurred, Lender may, either with or without entry or taking possession as
hereinabove provided or otherwise, and without regard to whether or not the
Obligations shall be due and without prejudice to the right of Lender thereafter
to bring any action for any default existing at the time such earlier action was
commenced, proceed by any appropriate action or proceeding: (a) to enforce
payment of the Obligations or the performance of any term hereof or any other
right; (b) to enforce this Mortgage and to sell, as an entirety or in separate
lots or parcels, the Property
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under the judgment or decree of a court or courts of competent jurisdiction; and
(c) to pursue any other remedy available to it. Lender shall take action either
by such proceedings or by the exercise of its powers with respect to entry or
taking possession, or both, as Lender may determine.
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3.03 Lender's Right to Enter and Take Possession, Operate and Apply Income.
(a) If an Event of Default shall have occurred, (i) Mortgagor upon
demand of Lender shall forthwith surrender to Lender the actual possession and
if and to the extent permitted by law, Lender itself, or by such officers or
agents as it may appoint, may enter upon and take possession of the Property and
may exclude Mortgagor and its agents and employees wholly therefrom and may have
joint access with Mortgagor to the books, papers and accounts of Mortgagor; and
(ii) Mortgagor will pay monthly in advance to Lender on Lender's entry into
possession, or to any receiver appointed to collect the rents, income and other
benefits of the Property, the fair and reasonable rental value for the use and
occupation of such part of the Property as may be in possession of Mortgagor,
and upon default in any such payment will vacate and surrender possession of
such part of the Property to Lender or to such receiver and, in default thereof,
Mortgagor may be evicted by summary proceedings or otherwise.
(b) If Mortgagor shall for any reason fail to surrender or deliver the
Property or any part thereof after Lender's demand, Lender may obtain a judgment
or decree conferring on Lender the right to immediate possession or requiring
Mortgagor to deliver immediate possession of all or part of the Property to
Lender, to the entry of which judgment or decree Mortgagor hereby specifically
consents. Mortgagor shall pay to Lender, upon demand, all reasonable costs and
expenses of obtaining such judgment or decree and compensation to Lender, its
attorneys and agents, and all such costs, expenses and compensation shall, until
paid, be secured by the lien of this Mortgage.
(c) Upon every such entering upon or taking of possession, Lender may
hold, store, use, operate, manage and control the Property and conduct the
business thereof, and, from time to time:
(i) Make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon
and purchase or otherwise acquire additional fixtures, personalty and other
property;
(ii) Insure or keep the Property insured;
(iii) Manage and operate the Property and exercise all the rights
and powers of Mortgagor in its name or otherwise with respect to the same;
(iv) Enter into agreements with others to exercise the powers
herein granted Lender, all as Lender from time to time may determine; and
Lender may collect and receive all the rents, income and other benefits
thereof, including those past due as well as those accruing thereafter; and
shall apply the monies so received by Lender in such priority as Lender may
determine to (1) the payment of the Obligations; (2) the deposits for taxes
and assessments and insurance premiums due; (3) the cost of insurance,
taxes, assessments and proper charges upon the Property or any part
thereof; (4) the expenses of operating, maintaining, repairing and
improving the Property, including without limitation renting commissions
and rental collection commissions paid to an
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agent of Lender or of the receiver; and (5) the compensation, expenses and
disbursements of the agents, attorneys and other representatives of Lender.
All costs, expenses and liabilities of every character incurred by Lender
in managing, operating and maintaining the Property, not paid out of rent
as hereinabove provided, shall constitute additional Obligations secured
hereby. While in possession of the Property, Lender or the receiver shall
be liable to account only for the rents, issues and profits actually
received.
Lender shall surrender possession of the Property to Mortgagor only when
all Obligations secured hereby and all amounts under any of the terms of this
Mortgage shall have been paid and all defaults cured or waived. The same right
of taking possession, however, shall exist if any subsequent Event of Default
shall occur and be continuing.
3.04 Reserved.
3.05 Leases. Lender is authorized to enforce this Mortgage subject to the
rights of any tenants of the Property, and the failure to make any such tenants
parties defendant to any such enforcement proceedings and to foreclose their
rights will not be, nor be asserted by Mortgagor to be, a defense to any
proceedings instituted by Lender to collect the sums secured hereby or to
collect any deficiency remaining unpaid after the sale of the Property.
3.06 Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. Mortgagor agrees to the full extent permitted by law that in case of a
default in its part hereunder, neither Mortgagor nor anyone claiming through or
under it shall or will set up, claim or seek to take advantage of any
appraisement, valuation, extension or redemption laws now or hereafter in force,
in order to prevent or hinder the enforcement of this Mortgage or the absolute
sale of the Property or the final and absolute putting into possession thereof,
immediately after such sale, of the purchasers thereat, and Mortgagor, for
itself and all who may at any time claim through or under it, hereby waives, to
the full extent that it may lawfully so do, the benefit of all such laws, and
any and all right to have the assets comprising the Property marshalled upon any
enforcement of the lien hereof and agrees that any court having jurisdiction to
enforce such lien may sell the Property in part or as an entirety.
3.07 Receiver. If an Event of Default shall have occurred, Lender, to the
extent permitted by law and without regard to the value or adequacy of the
security for the Obligations secured hereby, shall be entitled as a matter of
right if it so elects to the appointment of a receiver to enter upon and take
possession of the Property and to collect all rents, income and other benefits
thereof and apply the same as the court may direct, and any such receiver shall
be entitled to hold, store, use, operate, manage and control the Property and
conduct the business thereof as would Lender pursuant to Paragraph 3.03(c)
above. The expenses, including receiver's fees, attorney's fees, costs and
agent's compensation, incurred pursuant to the powers herein contained shall be
secured by this Mortgage. The right to enter and take possession of and to
manage and operate the Property and to collect all rents, income and other
benefits thereof, whether by a receiver or otherwise, shall be cumulative to any
other right or remedy hereunder or afforded by law and may be exercised
concurrently therewith or independently thereof. Lender
15
shall be liable to account only for such rents, income and other benefits
actually received by Lender, whether received pursuant to this paragraph or
paragraph 3.03. Notwithstanding the appointment of any receiver or other
custodian, Lender shall be entitled as pledgee to the possession and control of
any cash, deposits, or instruments at the time held by, or payable or
deliverable under the terms of this Mortgage to, Lender.
3.08 Suits to Protect the Property. Lender shall have the power and
authority to institute and maintain any suits and proceedings as Lender may deem
advisable (a) to prevent any impairment of the Property by any acts which may be
unlawful or any violation of this Mortgage, (b) to preserve or protect its
interest in the Property, and (c) to restrain the enforcement of or compliance
with any legislation or other government enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement or compliance with
such enactment, rule or order might impair the security hereunder or be
prejudicial to Lender's interest.
3.09 Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings affecting Mortgagor or any guarantor, co-maker or endorser
of any of Mortgagor's obligations, its creditors or its property, Lender, to the
extent permitted by law, shall be entitled to file such proofs of claim and
other documents as may be necessary or advisable in order to have its claims
allowed in such proceedings for the entire amount due and payable by Mortgagor
under this Mortgage, the Financing Agreement and any other instrument securing
the Obligations, at the date of the institution of such proceedings, and for any
additional amounts which may become due and payable by Mortgagor after such
date.
3.10 Application of Monies by Lender.
(a) Upon the occurrence of an Event of Default, Lender shall be
entitled to xxx for and to recover judgment against Mortgagor for the whole
amount of the Obligations due and unpaid together with costs and expenses,
including without limitation, the reasonable compensation, expenses and
disbursements of Lender's agents, attorneys and other representatives, either
before, after or during the pendency of any proceedings for the enforcement of
this Mortgage, and the right of Lender to recover such judgment shall not be
affected by any taking possession hereunder, or by the exercise of any other
right, power or remedy for the enforcement of the terms of this Mortgage.
(b) In case of a sale of all or any part of the Property and the
application of the proceeds of sale to the payment of the Obligations secured
hereby, Lender shall be entitled to enforce payment from Mortgagor of all
Obligations then remaining due and unpaid and to recover judgment against
Mortgagor for any portion thereof remaining unpaid, with interest.
(c) Mortgagor hereby agrees, to the extent permitted by law, that no
recovery of any such judgment by Lender and no attachment or levy of any
execution upon any of the Property or any other property shall in any way affect
the lien of this Mortgage upon the
16
Property or any part thereof or any lien, rights, powers or remedies of Lender
hereunder, but such lien, rights, powers and remedies shall continue unimpaired
as before.
(d) Any monies collected or received by Lender under this paragraph
3.10 shall be applied to the payment of reasonable compensation, expenses and
disbursements of the agents, attorneys and other representatives of Lender, and
the balance remaining shall be applied to the payment of the Obligations secured
hereby.
(e) The provisions of this paragraph shall not be deemed to limit or
otherwise modify the provisions of any guaranty of the Obligations of Mortgagor
to Lender.
3.11 Delay or Omission; No Waiver. No delay or omission of Lender to
exercise any right, power or remedy accruing upon any Event of Default shall
exhaust or impair any such right, power or remedy or shall be construed to waive
any such Event of Default or to constitute acquiescence therein. Every right,
power and remedy given to Lender may be exercised from time to time and as often
as may be deemed expedient by Lender.
3.12 No Waiver of One Default to Affect Another. No waiver of any Event of
Default hereunder shall extend to or affect any subsequent or any other Event of
Default then existing, or impair any rights, powers or remedies consequent
thereon. If Lender (a) grants forbearance or an extension of time for the
payment of any Obligations secured hereby; (b) takes other or additional
security for the payment thereof; (c) waives or does not exercise any right
granted in the Financing Agreement; (d) releases any part of the Property from
the lien of this Mortgage; (e) consents to the filing of any map, plat or replat
of the Land; (f) consents to the granting of any easement on the Land; or (g)
makes or consents to any agreement changing the terms of this Mortgage or
subordinating the lien or any charge hereof, no such act or omission shall
release, discharge, modify, change or affect the Obligations of Mortgagor. No
such act or omission shall preclude Lender from exercising any right, power or
privilege herein granted or intended to be granted in case of any Event of
Default then existing or of any subsequent Event of Default nor shall the lien
of this Mortgage be altered hereby, except to the extent of releases as
described in subparagraph (d) above of this paragraph 3.12.
3.13 Discontinuance of Proceedings; Position of Parties Restored. If Lender
shall have proceeded to enforce any right or remedy under this Mortgage and such
proceedings shall have been discontinued or abandoned for any reason, or such
proceedings shall have resulted in a final determination adverse to Lender, then
and in every such case Mortgagor and Lender shall be restored to their former
positions and rights hereunder, and all rights, powers and remedies of Lender
shall continue as if no such proceedings had occurred or had been taken.
3.14 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Lender by this Mortgage or the Loan Documents is exclusive of any
other right, power or remedy, but each and every such right, power and remedy
shall be cumulative and concurrent and shall be in addition to any other right,
power and remedy given under the Loan Documents, or now or hereafter existing at
law, in equity or by statute.
17
ARTICLE FOUR
TRANSFER OR FURTHER ENCUMBRANCE OF THE PROPERTY
4.01 Transfer or Further Encumbrance of the Property. In the event of any
sale, conveyance, transfer, lease, pledge or further encumbrance of the Property
or any interest in or any part of the Property, or any further assignment of
rents from the Property without the prior written consent of Lender then, at
Lender's option, Lender may declare all Obligations to be due and payable
immediately without demand or notice. Lender's consent shall be within its sole
and absolute discretion, and Lender specifically reserves the right to condition
its consent upon (by way of illustration but not of limitation) its approval of
the financial management ability of the purchaser, transferee, lessee, pledgee
or assignee, upon an agreement to escalate the interest rate on the Obligations
to Lender's then current interest rate for similarly situated properties, upon
the assumption of the Obligations and this Mortgage by the purchaser,
transferee, lessee, pledgee or assignee, upon the receipt of guaranties of the
indebtedness satisfactory to Lender or upon payment to Lender of a reasonable
assumption fee. Any purchaser, transferee, lessee, pledgee or assignee shall be
deemed to have assumed and agreed to pay the Obligations secured by this
Mortgage and to have assumed and agreed to be bound by the terms and conditions
of this Mortgage, including the terms of this paragraph, unless Lender
specifically agrees in writing to the contrary. Mortgagor agrees that in the
event the ownership of the Property or any part thereof becomes vested in a
person other than Mortgagor, Lender may, without notice to Mortgagor (except as
required by applicable law), deal in any way with such successor or successors
in interest with reference to this Mortgage and the Obligations hereby secured
without in any way vitiating or discharging Mortgagor's liability hereunder or
under the Loan Documents. No transfer or encumbrance of the Property or any
interest therein and no forbearance or assumption by any person with respect to
this Mortgage and no extension to any person of the time for payment of the
Obligations hereby secured given by Lender shall operate to release, discharge,
modify, change or affect the liability of Mortgagor either in whole or in part,
unless Lender specifically agrees in writing to the contrary.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
5.01 Successors and Assigns Included in Parties. Whenever one of the
parties hereto is named or referred to herein, the heirs, personal
representatives, successors and assigns of such party shall be included and all
covenants and agreements contained in this Mortgage, by or on behalf of
Mortgagor or Lender shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed or not.
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5.02 Addresses for Notices, Etc.
(a) Except as may be otherwise provided herein, any notice, report,
demand or other instrument authorized or required to be given or furnished under
this Mortgage to Mortgagor or Lender shall be in writing, shall be sent by
certified or registered mail, return receipt requested, personal delivery
against receipt, or by telegraph or facsimile and, unless otherwise expressly
permitted herein, shall be deemed to have been validly served, given or
delivered when delivered against receipt or one (1) business day after deposit
in the United States mail, postage prepaid, or, in the case of telegraphic
notice, when delivered to the telegraph company, or, in the case of facsimile
notice, when sent, answer back, addressed as follows:
If to Lender, at: The CIT Group/Commercial Services, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Account Executive - Crown Crafts et al.
Facsimile No.: 000-000-0000
with a copy to: Hunton & Xxxxxxxx LLP
Bank of America Plaza, Suite 3500
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile No.: 000-000-0000
If to Mortgagor: Xxxxxxxxx Weavers, Inc.
c/o Crown Crafts, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Facsimile No.: 000-000-0000
With a copy to: Xxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx XX
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxx
Facsimile No.: 000-000-0000
(b) Either party may change the address to which any such notice,
report, demand or other instrument is to be delivered or mailed, by furnishing
written notice of such change to the other party, but no such notice of change
shall be effective unless and until received by such other party.
19
5.03 Headings. The headings of the articles, sections, paragraphs and
subdivisions of this Mortgage are for convenience of reference only, are not to
be considered a part hereof, and shall not limit or expand or otherwise affect
any of the terms hereof.
5.04 Invalid Provisions to Affect No Others. In the event that any of the
covenants, agreements, terms or provisions contained in the Loan Documents shall
be deemed invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained in the Loan
Documents shall be in no way affected, prejudiced or disturbed thereby; and if
any application of any term, restriction or covenant to any person or
circumstances is deemed illegal or unenforceable, the application of such term,
restriction or covenant to other persons and circumstances shall remain
unaffected to the extent permitted by law.
5.05 Changes, Etc. Neither this Mortgage nor any term hereof may be
changed, waived, discharged or terminated orally, or by any action or inaction,
but only by an instrument in writing signed by Lender or Mortgagor, as the case
may be, against which enforcement of the change, waiver, discharge or
termination is sought. The modification hereof or of any of the Loan Documents
or the release of any part of the Property from the lien hereof shall not impair
the priority of the lien of this Mortgage.
5.06 Governing Law. This Mortgage shall be construed, interpreted, enforced
and governed by and in accordance with the laws of the State of Kentucky.
20
IN WITNESS WHEREOF, Mortgagor has caused this Mortgage and Security
Agreement to be duly executed under seal in its corporate name by its duly
authorized corporate officers on the day and year first above written.
XXXXXXXXX WEAVERS, INC.
By: /s/ E. Xxxxxxx Xxxxxxxx
------------------------------------
Name: E. Xxxxxxx Xxxxxxxx
Title: Vice President
STATE OF Louisiana
Parish OF Ascension
I, the undersigned authority, a Notary Public in and for said County, in
said state, hereby certify that E. Xxxxxxx Xxxxxxxx, the Vice President of
Xxxxxxxxx Weavers, Inc., who is personally known to me to be the same person
whose name is signed to the foregoing instrument, acknowledged before me on this
day that, being informed of the contents of the instrument, he, in his capacity
as such Vice President and with full authority, executed the same voluntarily
for and as the act of said corporation on the day the same bears date.
Given under my hand this the 7th day of July, 2006.
/s/ Xxxxxxx Xxxxxxx
----------------------------------------
Notary Public Xxxxxxx Xxxxxxx ID # 50325
My Commission Expires: is for life
Resident of Ascension Parish
21
This document was prepared by:
Xxxxxxx X. Xxxxxx, Esq.
Hunton & Xxxxxxxx LLP
Bank of America Plaza,
Suite 3500, 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Esq.
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