EXHIBIT 10(d)
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MORTGAGE EXTENSION AGREEMENT
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AGREEMENT, made the 30th day of July ninteen hundred and ninety six
BETWEEN STATE BANK OF LONG ISLAND, a banking corporation
organized and existing under the laws of the State of
New York, having its principal office at 000 Xxxxxxxx
Xxxxxx, Xxx Xxxx Xxxx, XX 00000, hereinafter
designated as the party of the first or Mortgagee, and
UNITED-GUARDIAN, INC., a Delaware corporation, having an office at 000
Xxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 hereinafter designated as the party
of the second part, or Mortgagor
WITNESSETH, that the party of the first part, the holder of the following
mortgages and of the bonds or note secured thereby more particularly
described on Schedule I annexed hereto and made a part hereof now a first
lien upon the premises more particularly bounded and described on
Schedule A annexed hereto and made a part hereof and on which bonds or
note there is now due the sum of $758,333.63, with interest thereon, in
consideration of one dollar paid by said party of the second part, and
other valuable consideration, the receipt whereof is hereby acknowledged,
does hereby extend the time of payment of the principal indebtedness
secured by said bonds or notes and mortgages so that the same shall be
due and payable as set forth in the Rider annexed hereto and made a part
hereof
PROVIDED, the party of the second part meanwhile complies with all the
other terms of said bonds or notes and mortgages as hereby modified.
AND the party of the second part, in consideration of the above
extension, does hereby assume, covenant and agree to pay said principal
sum and interest as above set forth and not before the maturity thereof
as the same is hereby extended, and to comply with the other terms of
said bond or note and mortgage as hereby modified AND the party of the
second part further covenants with the party of the first part as
follows:
1. That the party of the second part will pay the indebtedness as
hereinbefore provided.
2. That the party of the second part will keep the buildings on the
premises insured against loss by fire for the benefit of the party of the
first part; that he will assign and deliver the policies to the party of
the first part; and that he will reimburse the party of the first part
for any premiums paid for insurance made by the party of the first part
on default of the party of the second part in so insuring the buildings
or in so assigning and delivering the policies.
3. That no building on the premises shall be altered, removed or
demolished without the consent of the party of the first part
4. That the whole of said principal sum and interest shall become due at
the option of the party of the first part: after default in the payment
of any installment of principal or of interest for fifteen days; or after
default in the payment of any tax, water rate, sewer rent or assessment
for thirty days after notice and demand; or after default after notice
and demand either in assigning and delivering the policies insuring the
buildings against loss by fire or in reimbursing the party of the first
part for premiums paid on such insurance, as hereinbefore provided; or
after default upon request in furnishing a statement of the amount due on
the mortgage and whether any offsets or defenses exist against the
mortgage debt, as hereinafter provided. An assessment which has been made
payable in installments at the application of the party of the second
part or lessee of the premises shall nevertheless, for the purpose of
this paragraph, be deemed due and payable in its entirety on the day the
first installment becomes due or payable or a lien.
5. That the holder of this mortgage, in any action to foreclose it, shall
be entitled to the appointment of a receiver.
6. That the party of the second part will pay all taxes, assessments,
sewer rents or water rates, and in default thereof, the party of the
first part may pay the same.
7. That the party of the second part within five days upon request in
person or within ten days upon request by mail will furnish a written
statement duly acknowledged of the amount due on this mortgage and
whether any offsets or defenses exist against the mortgage debt.
8. That notice and demand or request may be in writing and may be served
in person or by mail.
9. That the party of the second part warrants the title to the premises.
10. That the fire insurance policies required by paragraph No.2 above
shall contain the usual extended coverage endorsement; that in addition
thereto the party of the second part, within thirty days after notice and
demand, will keep the premises insured against war risks and any other
hazard that may reasonably be required by the party of the first part.
All of the provisions of paragraphs No.2 and No.4 above relating to fire
insurance and the provisions of Section 254 of the Real Property law
construing the same shall apply to the additional insurance required by
this paragraph.
11. That in case of a foreclosure sale, said premises, or so much thereof
as may be affected by said mortgage, may be sold in one parcel.
12. That if any action or proceeding be commenced (except an action to
foreclose said mortgage or to collect the debt secured thereby), to which
action or proceeding the party of the first part is made a party, or in
which it becomes necessary to defend or uphold the lien of said mortgage,
all sums paid by the party of the first part for the expense of any
litigation to prosecute or defend the rights and lien created by said
mortgage (including reasonable counsel fees), shall be paid by the party
of the second part, together with interest thereon at the rate of six per
cent. per annum, and any such sum and the interest thereon shall be a
lien on said premises, prior to any right, or title to, interest in or
claim upon said premises attaching or accruing subsequent to the lien of
said mortgage, and shall be deemed to be secured by said mortgage. In any
action or proceeding to foreclose said mortgage, or to recover or collect
the debt secured thereby, the provisions of law respecting the recovering
of costs, disbursements and allowances shall prevail unaffected by this
covenant
13. That the party of the second party hereby assigns to the party of the
first part the rents, issues and profits of the premises as further
security for the payment of said indebtedness, and the party of the
second part grants to the party of the first part the right to enter upon
the premises for the purpose of collecting the same and to let the
premises or any part thereof, and to apply the rents, issues and profits,
after payment of all necessary charges and expenses, on account of said
indebtedness. This assignment and grant shall continue in effect until
said mortgage is paid. The party of the first part hereby waives the
right to enter upon said premises for the purpose of collecting said
rents, issues and profits and the party of the second part shall be
entitled to collect and receive said rents, issues and profits until
default under any of the covenants, conditions or agreements contained in
said mortgage, and agrees to use such rents, issues and profits in
payment of principal and interest becoming due on said mortgage and in
payment of taxes, assessments, sewer rents, water rates and carrying
charges becoming due against said premises, but such right of the party
of the second part may be revoked by the party of the first part upon any
default, on five days' written notice. The party of the second part will
not, without the written consent of the party of the first part, receive
or collect rent from any tenant of said premises or any part thereof for
a period of more than one month in advance, and in the event of any
default under said mortgage will pay monthly in advance to the party of
the first part, or to any receiver appointed to collect said rents,
issues and profits, the fair and reasonable rental value for the use and
occupation of said premises or of such part thereof as may be in the
possession of the party of second part, and upon default in any such
payment will vacate and surrender the possession of said premises to the
party of the first part or to such receiver, and in default thereof may
be evicted by summary proceedings.
14. That the whole of said principal sum and the interest shall become
due at the option of the party of the first part (a) after failure to
exhibit to the party of the first part, within ten days after demand,
receipts showing payment of all taxes, water rates, sewer rents and
assessments; or (b) after the actual or threatened alteration, demolition
or removal of any building on the premises without the written consent of
the party of the first part; or (c) after the assignment of the rents of
the premises or any part thereof without the written consent of the party
of the first part; or (d) if the buildings on said premises are not
maintained in reason-ably good repair; or (e) after failure to comply
with any requirement or order or notice of violation of law or ordinance
issued by any governmental department claiming jurisdiction over the
premises within three months from the issuance thereof ; or (f) if on
application of the party of the first part two or more fire insurance
companies lawfully doing business in the State of New York refuse to
issue policies insuring the buildings on the premises; or (g) in the
event of the removal, demolition or destruction in whole or in part of
any of the fixtures, chattels or articles of personal property covered
hereby, unless the same are promptly replaced by similar fixtures,
chattels and articles of personal property at least equal in quality and
condition to those replaced, free from chattel mortgages or other
encumbrances thereon and free from any reservation of title thereto; or
(h) after thirty days' notice to the party of the second part, in the
event of the passage of any law deducting from the value of land for the
purposes of taxation any lien thereon, or changing in any way the
taxation of mortgages or debts secured thereby for state or local
purposes; or (i) if the party of the second part fails to keep, observe
and perform any of the covenants, conditions or agreements contained in
said mortgage.
15. That the lien of said mortgage is hereby extended so as to cover all
fixtures, chattels and articles of personal property now or hereafter
attached to or used in connection with said premises, including but not
limited to furnaces, boilers, oil burners, radiators and piping, coal
stokers, plumbing and bathroom fixtures, refrigeration, air conditioning
and sprinkler systems, wash tubs, sinks, gas and electric fixtures,
stoves, ranges, awnings, screens, window shades, elevators, motors,
dynamos, refrigerators, kitchen cabinets, incinerators, plants and
shrubbery and all other equipment and machinery, appliances, fittings,
and fixtures of every kind in or used in the operation of the buildings
standing on said premises, together with any and all replacements thereof
and additions thereto.
16. That the party of the second part does hereby assign to the party of
the first part all awards heretofore and hereafter made to the party of
the second part for taking by eminent domain the whole or any part of
said premises or any easement therein, including any awards for changes
of grade of streets, which said awards are hereby assigned to the party
of the first part, who is hereby authorized to collect and receive the
proceeds of such awards and to give proper receipts and acquittances
therefor, and to apply the same toward the payment of the mortgage
indebtedness, notwithstanding the fact that the amount owing thereon may
not then be due and payable; and the said party of the second part hereby
agrees, upon request, to make, execute and deliver any and all
assignments and other instruments sufficient for the purpose of assigning
said awards to the party of the first part, free, clear and discharged of
any encumbrances of any kind or nature whatsoever.
17. That the party of the second part is now the owner of the premises
upon which said mortgage is a valid lien for the amount above specified
with interest thereon at the rate above set forth, and that there are no
defenses or offsets to said mortgage or to the debt which it secures.
18. That the principal and interest hereby agreed to be paid shall be a
lien on the mortgaged premises and be secured by said bond or note and
mortgage, and that when the terms and provisions contained in said bond
or note and mortgage in any way conflict with the terms and provisions
contained in this agreement, the terms and provisions herein contained
shall prevail, and that as modified by this agreement the said bond or
note and mortgage are hereby ratified and confirmed.
19. This agreement may not be changed or terminated orally. The covenants
contained in this agreement shall run with the land and bind the party of
the second part, the heirs, personal representatives, successors and
assigns of the party of the second part and all subsequent owners,
encumbrances, tenants and subtenants of the premises, and shall entire to
the benefit of the party of the first part, the personal representatives,
successors and assigns of the party of the first party and all subsequent
holders of this mortgage. The word "party" shall be construed as if it
read "parties" whenever the sense of this agreement so requires.
SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF
IN WITNESS WHEREOF, this agreement has been duly executed by the parties
hereto the day and year first above written
IN PRESENCE OF: STATE BANK OF LONG ISLAND
BY: /s/ Xxxxx X. Xxxxx
VICE PRESIDENT
UNITED-GUARDIAN, INC.
BY: /s/ Xxxxxxx X. Globus
PRESIDENT
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RIDER TO EXTENSION AGREEMENT
DATED JULY 30, 1996, BY AND BETWEEN
STATE BANK OF LONG ISLAND,
AS PARTY OF THE FIRST PART, OR MORTGAGEE,
AND UNITED-GUARDIAN, INC.,
AS PARTY OF THE SECOND PART, OR MORTGAGOR
20. The unpaid principal amount of SEVEN HUNDRED FIFTY EIGHT THOUSAND
THREE HUNDRED THIRTY THREE AND 63/100 ($758,333.63) DOLLARS shall be paid
to the Mortgagee, or order, at 000 Xxxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx
Xxxx, or at such other place as may be designated in writing by the
Mortgagee, in equal monthly installments of principal of $8,333.33,
commencing on the 10th day of August, 1996, and on the 10th day of each
and every month thereafter to and including January 10, 2004, at which
time the entire balance then remaining unpaid, together with accrued
interest, shall become due and payable. The unpaid principal amount from
the date hereof shall, until it is due and payable, bear interest at a
rate equal to an amount one (1%) percent per annum in excess of STATE
BANK OF LONG ISLAND's Prime Rate as in effect from time to time, which
rate shall change when and as said Prime Rate shall change, but the rate
of interest shall: (a) from the date hereof to and including January 9,
1998 in
no event be at a rate in excess of 12.25% per annum or less than 6.25%
per annum; (b) from and after January 10, 1998 to and including January
9, 2001 in no event be at a rate in excess of 3% per annum above the rate
as calculated above and in effect on January 10, 1998 or less than 3% per
annum below the rate as calculated above and in effect on said date; and
(c) from and after January 10, 2001 to and until the entire principal
balance is paid in full in no event be at a rate in excess of 3% per
annum above the rate as calculated above and in effect on January 10,
2001 or less than 3% per annum below the rate as calculated above and in
effect on said date; and
The term "Prime Rate" as used herein, means the rate announced from time
to time by STATE BANK OF LONG ISLAND as its Prime Rate regardless of
whether or not such rate is charged in connection with any loan to any
particular borrower. Interest shall be computed on the basis of a 360-day
year for the actual number of days involved. All interest hereon shall be
payable monthly on the 10th day of each and every month commencing August
10, 1996 until the principal has been paid. Each of such monthly
installments shall be applied first to the payment of interest as
aforesaid and the balance toward reduction and payment of the principal
sum hereof. Notwithstanding the foregoing, if the unpaid principal
balance is not paid when due (whether at stated maturity, by acceleration
or otherwise) it shall bear interest until fully paid from such due date
at a rate which shall be equal to five (5%)percent per annum in excess of
the rate computed as set forth above, changing as aforesaid. If any
payment becomes due and payable on a Saturday, Sunday or public holiday
under the laws of the State of New York, the maturity thereof shall be
extended to the next succeeding business day, and interest shall be
payable thereon at the rate herein specified during such extension. The
indebtedness evidenced by this Agreement together with accrued interest
may be prepaid without premium or penalty, in whole or in part, at any
time, upon thirty (30) days written notice to the Mortgagee. In the event
notice of intention to prepay all or a permitted portion of the
indebtedness as hereinabove provided is given to the Mortgagee, the
principal amount contained in the notice of intention to prepay the
indebtedness together with interest accrued thereon to the date of
prepayment shall, at the option of the Mortgagee, become due and payable
on the date specified in such notice.
At the option of the Mortgagee, the maturity date of the indebtedness
evidenced by this Agreement may be accelerated so as to become due at any
time on or after January 10, 1997, provided the Mortgagee shall give
notice of its election to accelerate the said maturity date by mailing
written notice, postage prepaid, by first-class mail to the Mortgagor, at
000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, or at such other address
as may be designated in writing by the Mortgagor to the Mortgagee, such
notice to be so mailed not less than one hundred twenty (120) days prior
to the accelerated maturity date.
This Agreement is subject to the express condition that at no time shall
the party of the second part be obligated or required to pay interest on
the principal balance at a rate which could subject the party of the
first part to either civil or criminal liability as a result of being in
excess of the maximum interest rate which the party of the second part of
this Agreement is permitted by law to contract or agree to pay. If by the
terms of this Agreement, the party of the second part is at any time
required or obligated to pay interest on the principal balance at a rate
in excess of such maximum rate, the rate of interest hereunder shall be
deemed to be immediately reduced to such maximum rate and the interest
payments in excess of the maximum interest rate in effect at the
respective times of the making of such payments shall be applied and
shall be deemed to have been payments in reduction of the principal
balance secured by this Agreement.
21. In the event that the title to the mortgaged premises or any part
thereof or any interest therein is transferred, the total balance
outstanding on the obligation or indebtedness for which the mortgage is
additional collateral security, together with interest, shall be due and
payable on the date of transfer, unless the Mortgagee shall have agreed
in advance of such transfer to permit the transferee to assume the
mortgage. In the event that the Mortgagor shall be a corporation, the
sale or transfer of more than 49 per cent of the outstanding shares of
the corporation or the dilution of the present 5tockholding or corporate
control by issuance of new or treasury stock or by conversion of any
non-voting stock or other securities to voting stock or if Mortgagor is a
partnership the withdrawal, except by death, resignation or retirement,
of any general partner or the appointment of any new, or other, or
substitute general xxxxxxxx0 shall be deemed a transfer of the mortgaged
premises.
22. In the event of a default and while such default remains uncured, at
the option of the holder of the mortgage interest on the indebtedness
herein secured shall be at a rate 5 per cent per annum above the rate set
forth in the note for which the mortgage is additional collateral
security and such increased interest shall be paid prior to and as a
condition precedent to the curing of any default.
23. In the event of the foreclosure of the mortgage an amount equal to
fifteen (15%) percent of the unpaid principal balance shall be added to
the principal debt as attorney's fees. This shall be in addition to the
right of the Mortgagee to assess, tax and recover all disbursements,
allowances, additional allowance and costs provided by law.
24. The owner of the mortgaged premises shall not cancel, abridge, or
otherwise modify tenancies, subtenancies, leases, or subleases of the
mortgaged real property or to accept prepayment of installments of rent
to become due thereunder without the written consent of the holder of the
mortgage as provided for in Section 291-f of the Real Property Law.
25. In the event that Mortgagor or any principal of the Mortgagor is an
occupant of part of the mortgaged premises, Mortgagor and any such
principal of Mortgagor hereby agree to surrender the possession of said
part to Mortgagee immediately upon any default hereunder and if Mortgagor
or any such principal of Mortgagor remains in possession such possession
shall be as tenant of Mortgagee, and Mortgagor and any such principal
agree to pay monthly in advance to Mortgagee such rent for the premises
so occupied as the Mortgagee may reasonably demand, and in default of so
doing, Mortgagor and any such principal may also be dispossessed by
summary proceedings or otherwise. In case of the appointment of a
receiver of rents and profits of the mortgaged premises, the covenants of
this paragraph may be enforced by such receiver.
Mortgagor shall not, without the prior written consent of the Mortgagee,
further encumber the mortgaged premises.
27. If any installment of interest or principal is not paid within ten
days after the date on which it is due, Mortgagor shall pay to Mortgagee
upon demand an amount equal to five (5%) percent of such unpaid
installment to defray the expense incurred by Mortgagee in handling and
processing such delinquent payment, and such amount shall be deemed to be
secured by the mortgage.
28. This agreement creates a security interest in the property described
herein and constitutes a Security Agreement under the New York Uniform
Commercial Code. As collateral and continuing security for the payment of
the indebtedness secured by the mortgage and any renewal or renewals
thereof, party of the second part hereby mortgages, sells, transfers and
assigns to party of the first part all of the party of the second part's
interest in all personal property at any time located on the mortgaged
premises or used in connection with the operation of said premises
(hereinafter referred to as the "Personal Property"); together with all
renewals or replacements thereof or additions thereto or articles in
substitution thereof, and party of the second part does hereby represent
and covenant that it is the sole owner of the Personal Property and that
every part thereof is and shall be free and clear of all prior liens,
claims and encumbrances of every name and nature, and party of the second
part will execute and deliver to party of the first part on demand, and
hereby irrevocably (i) appoints party of the first part or any officer of
party of the first part the attorney-in-fact of party of the second part
to execute, deliver and file, such financing statements and other
instruments as party of the first part may require in order to perfect
and maintain such security interest under the New York Uniform Commercial
Code upon the personal property and (ii) authorizes party of the first
part to execute on behalf of party of the second part any such financing
statements and other instruments as party of the first part may require
in order to perfect and maintain such security interest under the New
York Uniform Commercial Code upon the Personal property.
29. Any and all awards heretofore and hereafter made to Mortgagor and all
subsequent owners of the mortgaged premises by any governmental or other
lawful authorities for the taking by eminent domain of the whole or any
part of the mortgaged premises or any easement therein, including any
awards for any changes of grade of streets, are hereby assigned to
Mortgagee, who is hereby authorized to collect and receive the proceeds
of any such awards from such authorities, to give proper receipts and
acquittances therefor and to apply the same toward the payment of the
amount owing on account of the mortgage and said indebtedness,
notwithstanding the fact that the amount owing thereon may not then be
due and payable; and Mortgagor hereby covenants and agrees, upon request,
to make, execute and deliver any and all assignments and other
instruments sufficient for the purpose of assigning the aforesaid awards
to Mortgagee free, clear and discharged of any and all encumbrances of
any kind or nature whatsoever. Notwithstanding any such taking by eminent
domain, Mortgagor shall continue to make all payments required by the
Note until any such award shall have been actually received by Mortgagee
and any reduction in said indebtedness resulting from the application by
Mortgagee of such award shall be deemed to take effect only on the date
of such receipt.
30. The Mortgagor agrees that until payment in full of the debt secured
by the mortgage, unless Mortgagee shall otherwise consent in writing, it
will furnish to Mortgagee:
(a) as soon as available, but in any event not later than 120 days after
the close of each fiscal year of Mortgagor, a copy of the audited annual
report for Mortgagors immediately preceding fiscal year, including
therein a balance sheet of Mortgagor at the end of such fiscal year, and
related statements of income and retained earnings of Mortgagor for such
fiscal year, setting forth in each case in comparative form the
corresponding figures for the preceding fiscal period, all in reasonable
detail, prepared in accordance with generally accepted accounting
principles applied on a basis consistently maintained throughout the
period involved and with prior periods, such financial statements being
certified, without material exception, by an independent certified public
accountant of recognized standing selected by Mortgagor and acceptable to
Mortgagee;
(b) concurrently with the delivery of the financial statements referred
to in clause (a) above, a certificate of the chief financial officer or a
general partner or member of Mortgagor stating that, to the best of his
or her knowledge, Mortgagor during such period has kept, observed,
performed and fulfilled each and every covenant and condition contained
in this Mortgage and that he or she has obtained no knowledge of any
default hereunder except as specifically indicated;
(c) as soon as available, but in any event not later than 120 days after
the close of each calendar year, a certified list of all tenants of the
mortgaged premises indicating what portion of the mortgaged premises are
then occupied by each tenant and the annual rental being paid for such
occupancy, and a list of all security deposits made by tenants of the
mortgaged premises, and the name of the depository and account number
under which such security deposits are kept; and
(d) as soon as possible, but in any event not later than 30 days after
request therefor by Mortgagee, such additional information and
statements, lists of assets and liabilities, agings of receivables and
payables, inventory schedules, budgets, forecasts, tax returns and other
reports with respect to the financial condition and business operation of
Mortgagor and any guarantor of the obligations of Mortgagor to Mortgagee
as Mortgagee may request from time to time.
31. The Mortgagor will keep the buildings and improvements now or
hereafter located on the mortgaged premises insured against loss or
damage by flood, provided that the mortgaged premises are located in an
area which is identified by the U.S. Secretary of Housing and Urban
Development as having special flood hazards and in which insurance is
available under the National Flood Insurance Act of 1968, in an amount at
least equal to the outstanding principal balance of the debt secured by
the mortgage or the maximum coverage available with respect to the
buildings and improvements under the Act, whichever is less, and by a
company approved by the Mortgagee. The Mortgagor will assign the policy
or policies of such insurance to the Mortgagee, its executors,
administrators, personal representatives1 successors and assigns, which
policy or policies shall have endorsed thereon the standard New York
Mortgagee clause in the name of the Mortgagee, so and in such a manner
and form that the Mortgagee shall, at all times, until the full payment
of the mortgage debt, have and hold such policy or policies as collateral
and further security for the payment of the mortgage debt, and in default
of so doing, the Mortgagee, or its executors, administrators, successors
and assigns may procure such insurance from year to year, in the amount
aforesaid, and pay the premium or premiums therefor, and the Mortgagor
will reimburse the Mortgagee for such premium or premiums so paid, with
interest thereon from the time of payment of such premium or premiums to
the date when the Mortgagee actually receives such reimbursement, at the
highest interest rate then allowed by law, and such premiums with
interest shall be added to the mortgage debt and be secured by the
mortgage.
32. The whole of said principal sum and the interest shall become due at
the option of the Mortgagee if the Mortgagor or any guarantor of the
obligations of Mortgagor to Mortgagee fails to keep, observe and perform
any of the covenants, conditions or agreements contained in any other
agreement with the Mortgagee, or fail to pay any other obligations to the
Mortgagee, when due.
33. At reasonable intervals, or as updated or new appraisals are required
or suggested by federal and/or state law or regulations or as updated
appraisals are required pursuant to the Mortgagee's policy for mortgage
loans of this type, amount and/or risk level, as may be amended from time
to time, the Mortgagee may order a re-appraisal of the mortgaged property
by an independent appraiser of its selection, or by an employee of the
Mortgagee and the Mortgagor agrees to allow access to the mortgaged
property to such independent appraiser or employee of the Mortgagee, and
in the case of an independent appraiser, to pay to Mortgagee, within
thirty (30) days of billing, such appraiser 5 reasonable fee and
expenses.
34. Mortgagor shall keep and maintain the mortgaged premises in
compliance with, and shall not cause or permit the mortgaged premises to
be in violation of any Federal, State, or local laws, ordinances, or
regulations relating to industrial hygiene or to the environmental
conditions on, under, or about the mortgaged premises including, but not
limited to, soil and ground water conditions. Mortgagor shall not use,
generate, manufacture, store, or dispose of, on, under, or about the
mortgaged premises or transport to or from the mortgaged premises any
flammable explosives, radioactive materials, hazardous wastes, toxic
substances, or related materials including, without limitation, any
substances defined as or included in the definition of "hazardous
substances", "hazardous waste", hazardous materials", or "toxic
substances", under any applicable federal or state laws of regulations
(collectively referred to hereinafter as "Hazardous Materials").
Mortgagor shall immediately advise Mortgagee in writing of (i) any and
all enforcement, cleanup, removal or other governmental or regulatory
actions instituted, completed, or threatened pursuant to any applicable
federal, state, or local laws, ordinances, or regulations relating to any
Hazardous Materials affecting the mortgaged premises ("Hazardous
Materials Laws"); (ii) all claims made or threatened by any third party
against Mortgagor or the mortgaged premises relating to damage,
contribution, cost recovery compensation, loss or injury resulting from
any Hazardous Materials (the matters set forth in clauses (i) and (ii)
above are hereinafter referred to as "Hazardous Materials Claims"); (iii)
Mortgagor's discovery of any Hazardous Materials on, under or about the
mortgaged premises including, but not limited to, soil and ground water
conditions; and (iv) Mortgagor's discovery of any occurrence or condition
on any real property adjoining or in the vicinity of the mortgaged
premises that could cause the mortgaged premises or any part thereof to
be classified as "border-zone property" or the equivalent under such
state law as is applicable, or any regulation adopted in accordance
therewith, or to be otherwise subject to any restrictions on the
ownership, occupancy, transferability or use of the mortgaged premises
under any Hazardous Materials Laws.
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SCHEDULE I
1. Mortgage made by B.I.P. REALTY CORP. to THE DIME SAVINGS BANK OF
BROOKLYN, in the amount of $335,000.00, dated November 28, 1969 and
recorded in the office of the Clerk of the County of Suffolk on December
3, 1969 in Liber 5737 of Mortgages, page 264.
2. Mortgage made by MILNET REALTY CORP. to THE DIME SAVINGS BANK OF NEW
YORK, in the amount of $102,103.00, dated December 20, 1971 and recorded
in the office of the Clerk of the County of Suffolk on January 10, 1972
in Liber 6250 of Mortgages, page 559, which two (2) mortgages were
consolidated by the terms of the last mentioned mortgage to form a single
lien in the sum of $430,000.00.
3. Mortgage made by GUARDIAN CHEMICAL CORPORATION to THE DIME SAVINGS
BANK OF NEW YORK, in the amount of $375,676.43, dated November 10, 1981
and recorded in the office of the Clerk of the County of Suffolk on
November 17, 1981 in Liber 9141 of Mortgages, page 416, which three (3)
mortgages were consolidated by the terms of the last mentioned mentioned
to form a single lien in the sum of $700,000.00 and, which mortgages, as
consolidated, were assigned by Assignment of Mortgage dated January 6,
1989 by THE DIME SAVINGS BANK OF NEW YORK FSB f/k/a THE DIME SAVINGS BANK
OF BROOKLYN to EXTEBANK and recorded in the office of the Clerk of the
County of Suffolk on January 24, 1989 in Liber 14842 of Mortgages, page
291.
4. Mortgage made by UNITED GUARDIAN INC. to EXTEBANK, in the amount of
$500,000.00, dated November 30, 1987 and recorded in the office of the
Clerk of the County of Suffolk on December 30, 1987 in Liber 13689 of
Mortgages, page 205.
5. Mortgage made by UNITED GUARDIAN INC. to EXTEBANK, in the amount of
$322,003.21, dated January 10, 1989 and recorded in the office of the
Clerk of the County of Suffolk on January 24, 1989 in Liber 14842 of
Mortgages, page 269, which five (5) mortgages were consolidated by the
terms of the last mentioned mortgage to form a single lien in the sum of
$1,500,000.00 and which five (5) mortgages, now having a principal unpaid
balance of $758,333.63, were assigned by Assignment of Mortgage dated
July 25, 1996, by NORTH FORK BANK, as successor by merger to EXTEBANK to
STATE BANK OF LONG ISLAND and intended to be recorded in the office of
the Clerk of the County of Suffolk simultaneously herewith.
SCHEDULE A
ALL that certain lot, piece or parcel or land, with the buildings thereon
erected1 situate, lying and being at Hauppauge, Town of Smithtown, County
of Suffolk and State of New York, bounded and described as follows:
BEGINNING at a point on the westerly side of Marcus Boulevard at the
extreme southerly end of the curve connecting the westerly side of Marcus
Boulevard with the southerly side of Xxxx Avenue;
RUNNING THENCE a long the westerly side of Marcus Boulevard South 3
degrees 17 minutes 15 seconds East 297.31 feet;
THENCE South 86 degrees 112 minutes 45 seconds West 3110.35 feet; THENCE
North 3 degrees 17 minutes 15 seconds West 390.97 feet to the southerly
side of Xxxx Avenue;
THENCE South 80 degrees 25 minutes 35 seconds East along the southerly
side of Xxxx Avenue 333.16 feet to the westerly end of the curve
connecting the southerly side of Xxxx Avenue with the westerly side of
Marcus Boulevard; THENCE easterly, southeasterly and southerly along said
curve bearing to the right having a radius of 20 feet, a distance along
said curve of 26.93 feet to the westerly side of Marcus Boulevard to the
point or place of BEGINNING.
