REAL PROPERTY MORTGAGE
(Hennepin County, Minnesota)
THIS REAL PROPERTY MORTGAGE ("Mortgage"), made as of June 4, 1997, is made
and executed by Northwest Teleproductions, Inc., a Minnesota corporation, having
its principal offices at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000
("Mortgagor"), in favor of NationsCredit Commercial Corporation, through its
NationsCredit Commercial Funding Division, having an office at 1177 Avenue of
the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender").
RECITALS
I. Pursuant to the terms of a certain Loan and Security Agreement of even
date herewith by and between Lender and Mortgagor, as amended by that certain
First Amendment to Loan and Security Agreement dated June 4, 1997 by and between
Lender and Mortgagor (said Loan Agreement, together with all amendments,
supplements, modifications and replacements thereof, being hereinafter referred
to as the "Loan Agreement"), Lender has agreed, among other things more
particularly described in the Loan Agreement, to make to Mortgagor (a) a term
loan in the original principal amount of $1,860,000, which term loan (the "Term
Loan A") is evidenced by a term note dated April 24, 1997 (said term note,
together with all amendments, supplements, modifications and full or partial
replacements thereof, being hereinafter referred to as the "Term Note A") and
(b) a term loan in the original principal amount of $700,000, which term loan
(the "Term Loan B") is evidenced by a term note dated June 4, 1997 (said term
note, together with all amendments, supplements, modifications and full or
partial replacements thereof, being hereinafter referred to as the "Term Note
B"). Term Note A and Term Note B are hereinafter collectively referred to as the
"Notes" and Term Loan A and Term Loan B are collectively hereinafter referred to
as the "Loans."
II. The terms and provisions of the Notes and the Loan Agreement are hereby
incorporated by reference in this Mortgage. The initial maturity date of the
Loans is April 23, 2000, subject to renewal as set forth in the Loan Agreement.
The rate or rates of interest payable under the Notes may be variable.
GRANTING CLAUSES
To secure the payment of the indebtedness evidenced by the Notes and the
payment of all amounts due under and the performance and observance of all
covenants and conditions contained in this Mortgage, the Notes, the Loan
Agreement, any and all other mortgages, security agreements, assignments of
leases and rents, guaranties, reimbursement agreements in connection with any
letters of credit and any other documents and instruments now or hereafter
executed by Mortgagor or any party related thereto or affiliated therewith to
evidence, secure or guarantee the payment of all or any portion of the
indebtedness under the Notes, the Loan Agreement and any and all renewals,
extensions, amendments and replacements of this Mortgage, the Notes, the Loan
Agreement and any such other documents and instruments (the Notes, the Loan
Agreement, this Mortgage, such other mortgages, security agreements, assignments
of leases and rents, guaranties, reimbursement agreements in connection with any
letters of credit, and any other documents and instruments now or hereafter
executed and delivered in connection with the Loans, and any and all amendments,
renewals, extensions and replacements hereof and thereof, being sometimes
referred to collectively as the "Loan Instruments" and individually as a "Loan
Instrument") (all indebtedness and liabilities secured hereby being hereinafter
sometimes referred to as "Borrower's Liabilities", Mortgagor does hereby convey,
mortgage, warrant, assign, transfer, pledge and deliver to Lender and grant to
Lender a security interest in the following described property, WITH POWER OF
SALE, subject to the terms and conditions herein:
(A) The land located in Hennepin County, Minnesota, legally described in
attached Exhibit A ("Land");
(B) All the buildings, structures, improvements and fixtures of every kind
or nature now or hereafter situated on the Land and all machinery, appliances,
equipment, furniture and all other personal property of every kind or nature
which constitute fixtures with respect to the Land, together with all
extensions, additions, improvements, substitutions and replacements of the
foregoing ("Improvements");
(C) All easements, tenements, rights-of-way, vaults, gores of land,
streets, ways, alleys, passages, sewer rights, water courses, water rights and
powers and appurtenances in any way belonging, relating or appertaining to any
of the Land or Improvements, or which hereafter shall in any way belong, relate
or be appurtenant thereto, whether now owned or hereafter acquired
("Appurtenances");
(D) (i) All judgments, insurance proceeds, awards of damages and
settlements which may result from any damage to all or any portion of the Land,
Improvements or Appurtenances or any part thereof or to any rights appurtenant
thereto;
(ii) All compensation, awards, damages, claims, rights of action and
proceeds of or on account of (a) any damage or taking, pursuant to the power of
eminent domain, of the Land, Improvements or Appurtenances or any part thereof,
(b) damage to all or any portion of the Land, Improvements or Appurtenances by
reason of the taking, pursuant to the power of eminent domain, of all or any
portion of the Land, Improvements, Appurtenances or of other property, or (c)
the alteration of the grade of any street or highway on or about the Land,
Improvements, Appurtenances or any part thereof, and, except as otherwise
provided herein, Lender is hereby authorized to collect and receive said awards
and proceeds and to give proper receipts and acquittances therefor and, except
as otherwise provided herein, to apply the same toward the payment of the
indebtedness and other sums secured hereby; and
(iii) All proceeds, products, replacements, additions, substitutions,
renewals and accessions of and to the Land, Improvements or Appurtenances;
(E) All rents, issues, profits, income and other benefits now or hereafter
arising from or in respect of the Land, Improvements or Appurtenances (the
"Rents"); it being intended that this Granting Clause shall constitute an
absolute and present assignment of the Rents, subject, however, to the
conditional permission given to Mortgagor to collect and use the Rents as
provided in this Mortgage;
(F) Any and all leases, licenses and other occupancy agreements now or
hereafter affecting the Land, Improvements or Appurtenances, together with all
security therefor and guaranties thereof and all monies payable thereunder, and
all books and records owned by Mortgagor which contain evidence of payments made
under the leases and all security given therefor (collectively, the "Leases"),
subject, however, to the conditional permission given in this Mortgage to
Mortgagor to collect the Rents arising under the Leases as provided in this
Mortgage;
(G) Any and all after-acquired right, title or interest of Mortgagor in and
to any of the property described in the preceding Granting Clauses; and
(H) The proceeds from the sale, transfer, pledge or other disposition of
any or all of the property described in the preceding Granting Clauses;
All of the mortgaged property described in the Granting Clauses, together
with all real and personal, tangible and intangible property pledged in, or to
which a security interest attaches pursuant to, any of the Loan Instruments is
sometimes referred to collectively as the "Mortgaged Property." The Rents and
Leases are pledged on a parity with the Land and Improvements and not
secondarily.
ARTICLE ONE
COVENANTS OF MORTGAGOR
Mortgagor covenants and agrees with Lender as follows:
1.1. Performance under Loan Agreement, Notes, Mortgage and Other Loan
Instruments. Mortgagor shall perform, observe and comply with or cause to be
performed, observed and complied with in a complete and timely manner all
provisions hereof, of the Loan Agreement, the Notes, every other Loan Instrument
and every instrument evidencing or securing Borrower's Liabilities.
1.2. General Covenants and Representations. Mortgagor covenants, represents
and warrants that as of the date hereof and at all times thereafter during the
term hereof: (a) Mortgagor is seized of an indefeasible estate in fee simple in
that portion of the Mortgaged Property which is real property, and has good and
absolute title to it and the balance of the Mortgaged Property free and clear of
all liens, security interests, charges and encumbrances whatsoever except (i)
those described on Exhibit B attached hereto and (ii) those expressly permitted
in writing by Lender, if any (such liens, security interests, charges and
encumbrances expressly permitted in writing being hereinafter referred to as the
"Permitted Encumbrances"); (b) Mortgagor has good right, full power and lawful
authority to mortgage and pledge the Mortgaged Property as provided herein; (c)
upon the occurrence of an Event of Default (hereinafter defined), Lender may at
all times peaceably and quietly enter upon, hold, occupy and enjoy the Mortgaged
Property in accordance with the terms hereof; and (d) Mortgagor will maintain
and preserve the lien of this Mortgage as a first and paramount lien on the
Mortgaged Property subject only to the Permitted Encumbrances until Borrower's
Liabilities have been paid in full and Lender's obligations under the Loan
Agreement have been terminated.
1.3. Compliance with Laws and Other Restrictions. Mortgagor covenants and
represents that the Land and the Improvements and the use thereof presently
comply with, and will continue to comply with, all applicable restrictive
covenants, zoning and subdivision ordinances and building codes, licenses,
health and environmental laws and regulations and all other applicable laws,
ordinances, rules and regulations (unless compliance is not required because
"grandfathering" provisions or similar provisions of applicable law permit such
non-compliance).
1.4. Taxes and Other Charges.
1.4.1. Taxes and Assessments. Mortgagor shall pay promptly when due
all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations, liens and encumbrances of every kind
and nature whatsoever now or hereafter imposed, levied or assessed upon or
against the Mortgaged Property or any part thereof, or upon or against this
Mortgage or Borrower's Liabilities; provided, however, that Mortgagor may
in good faith contest the validity, applicability or amount of any tax,
assessment or other charge, if, on or before the due date of the asserted
tax, assessment, or other charge, Mortgagor shall obtain an endorsement, in
form and substance reasonably satisfactory to Lender, to the loan policy of
title insurance issued to Lender insuring the lien of this Mortgage,
insuring over such tax, assessment or other charge and if Mortgagor
otherwise complies with any provisions which may be set forth in the Loan
Agreement regarding the contest of taxes.
1.4.2. Taxes Affecting Lender's Interest. If any state, federal,
municipal or other governmental law, order, rule or regulation, which
becomes effective subsequent to the date hereof, in any manner changes or
modifies existing laws governing the taxation of mortgages or debts secured
by mortgages, or the manner of collecting taxes, so as to impose on Lender
a tax by reason of its ownership of any or all of the Loan Instruments or
measured by the principal amount of Borrower's Liabilities, requires or has
the practical effect of requiring Lender to pay any portion of the real
estate taxes levied in respect of the Mortgaged Property or to pay any tax
levied in whole or in part in substitution for real estate taxes or
otherwise affects materially and adversely the rights of Lender in respect
of Borrower's Liabilities, this Mortgage or the other Loan Instruments,
Borrower's Liabilities and all interest accrued thereon shall, upon thirty
(30) days' notice, become due and payable forthwith at the option of
Lender, whether or not there shall have occurred an Event of Default,
provided, however, that, if Mortgagor may, without violating or causing a
violation of such law, order, rule or regulation, pay such taxes or other
sums as are necessary to eliminate such adverse effect upon the rights of
Lender and does pay such taxes or other sums when due, Lender may not elect
to declare due Borrower's Liabilities by reason of the provisions of this
Section 1.4.2.
1.5. Mechanic's and Other Liens. Mortgagor shall not permit or suffer any
mechanic's, laborer's, materialman's, statutory or other lien or encumbrance
(other than any lien for taxes and assessments not yet due) to be created upon
or against the Mortgaged Property, provided, however, that Mortgagor may in good
faith, by appropriate proceeding, contest the validity, applicability or amount
of any asserted lien and, pending such contest, Mortgagor shall not be deemed to
be in default hereunder if Mortgagor shall first obtain an endorsement, in form
and substance satisfactory to Lender, to the loan policy of title insurance
issued to Lender insuring over such lien, or, if no such loan policy shall have
been issued, then Mortgagor shall deposit with Lender a bond, cash or other
security satisfactory to Lender in the amount of 150% of the amount of such
lien. Mortgagor shall pay the disputed amount and all interest and penalties due
in respect thereof on or before the date any adjudication of the validity or
amount thereof becomes final and, in any event, no less than thirty (30) days
prior to any foreclosure sale of the Mortgaged Property or the exercise of any
other remedy by such claimant against the Mortgaged Property.
1.6. Insurance and Condemnation.
1.6.1. Insurance Policies. Mortgagor shall, at its sole expense,
obtain for, deliver to, assign to and maintain for the benefit of Lender,
until Borrower's Liabilities are paid in full, such policies of insurance
as are required by the Loan Agreement.
1.6.2. Adjustment of Loss. Except as otherwise may be provided by the
Loan Agreement, Lender is hereby authorized and empowered, at its option,
to adjust or compromise any loss under any insurance policies covering the
Mortgaged Property and to collect and receive the proceeds from any such
policy or policies. Mortgagor hereby irrevocably appoints Lender as its
attorney-in-fact for the purposes set forth in the preceding sentence.
1.6.3. Condemnation Awards. Lender shall be entitled to all
compensation, awards, damages, claims, rights of action and proceeds of, or
on account of, (i) any damage or taking, pursuant to the power of eminent
domain, of the Mortgaged Property or any part thereof, (ii) damage to the
Mortgaged Property by reason of taking, pursuant to the power of eminent
domain, of other property, or (iii) the alteration of the grade of any
street or highway on or about the Mortgaged Property. Lender 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 such
compensation, awards, damages, claims, rights of action and proceeds and to
settle or compromise any claim in connection therewith. Mortgagor hereby
irrevocably appoints Lender as its attorney-in-fact for the purposes set
forth in the preceding sentence.
1.6.4. Repair; Proceeds of Casualty Insurance and Eminent Domain. If
all or any part of the Mortgaged Property shall be damaged or destroyed by
fire or other casualty or shall be damaged or taken through the exercise of
the power of eminent domain or other cause described in Section 1.6.3,
Mortgagor shall promptly and with all due diligence restore and repair the
Mortgaged Property whether or not the proceeds, award or other compensation
are [made available to Mortgagor or] are sufficient to pay the cost of such
restoration or repair. Except as otherwise may be provided by the Loan
Agreement, the entire amount of such proceeds, award or compensation shall
be applied to Borrower's Liabilities in such order and manner as Lender may
elect.
1.7. Lender May Pay. Upon Mortgagor's failure to pay any amount required to
be paid by Mortgagor under Sections 1.4, 1.5 and 1.6, Lender may pay the same.
Mortgagor shall pay to Lender on demand the amount so paid by Lender together
with interest at the Default Rate (as defined in the Loan Agreement) payable
after the occurrence of an "Event of Default" as such term is defined in the
Loan Agreement and the amount so paid by Lender together with interest, shall be
added to Borrower's Liabilities.
1.8. Care of the Mortgaged Property. Mortgagor shall preserve and maintain
the Mortgaged Property in good and first class condition and repair. Mortgagor
shall not, without the prior written consent of Lender, permit, commit or suffer
any waste, impairment or deterioration of the Mortgaged Property or of any part
thereof, and will not take any action which will increase the risk of fire or
other hazard to the Mortgaged Property or to any part thereof. Except as
otherwise provided in the Loan Agreement or this Mortgage, no new improvements
shall be constructed on the Mortgaged Property and no part of the Mortgaged
Property shall be removed, demolished or altered in any material manner without
the prior written consent of Lender.
1.9. Transfer or Encumbrance of the Mortgaged Property. Except as permitted
by the Loan Agreement, Mortgagor shall not permit or suffer to occur any sale,
assignment, conveyance, transfer, mortgage, lease (other than leases made in
accordance with the provisions of this Mortgage) or encumbrance of, or any
contract for any of the foregoing on an installment basis or otherwise
pertaining to, the Mortgaged Property, any part thereof, any interest therein,
the beneficial interest in Mortgagor, any interest in the beneficial interest in
Mortgagor or in any trust holding title to the Mortgaged Property, or any
interest in a corporation, partnership or other entity which owns all or part of
the Mortgaged Property or such beneficial interest, whether by operation of law
or otherwise, without the prior written consent of Lender having been obtained.
1.10. 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, registered or filed, and from time to time thereafter to be
re-recorded, re-registered and refiled at such time and in such offices and
places as shall be deemed desirable by Lender, any and all such further
mortgages, security agreements, financing statements, instruments of further
assurance, certificates and other documents as Lender may consider necessary or
desirable in order to effectuate or perfect, or to continue and preserve the
obligations under, this Mortgage.
1.11. Assignment of Rents. The assignment of rents, income and other
benefits contained in Section (E) of the Granting Clauses 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
Mortgaged Property, whether or not Lender takes possession of such property.
Such assignment and grant shall continue in effect until Borrower's Liabilities
are paid in full and the Loan Instruments have been terminated, the execution of
this Mortgage constituting and evidencing the irrevocable consent of Mortgagor
to the entry upon and taking possession of the Mortgaged Property by Lender
pursuant to such grant, whether or not foreclosure proceedings have been
instituted. Notwithstanding the foregoing, so long as no Event of Default has
occurred or is continuing, Mortgagor shall have the right and authority to
continue to collect the rents, income and other benefits from the Mortgaged
Property as they become due and payable but not more than thirty (30) days prior
to the due date thereof.
1.12. After-Acquired Property. To the extent permitted by, and subject to,
applicable law, the lien of this Mortgage shall automatically attach, without
further act, to all property hereafter acquired by Mortgagor located in or on,
or attached to, or used or intended to be used in connection with, or with the
operation of, the Mortgaged Property or any part thereof.
1.13. Leases Affecting Mortgaged Property. Mortgagor shall comply with and
perform in a complete and timely manner all of its obligations as landlord under
all leases affecting the Mortgaged Property or any part thereof. The assignment
contained in Section (E) of the Granting Clauses shall not be deemed to impose
upon Lender any of the obligations or duties of the landlord or Mortgagor
provided in any lease.
1.14. Management of Mortgaged Property. Mortgagor shall cause the Mortgaged
Property to be managed at all times in accordance with sound business practice.
1.15. Execution of Leases. Except as may be otherwise provided in the Loan
Agreement, Mortgagor shall not permit any leases to be made of the Mortgaged
Property or existing leases to be modified, terminated, extended or renewed
without the prior written consent of Lender.
1.16. Expenses; Indemnity. Without limitation of any obligation of
Mortgagor set forth in the Loan Agreement, Mortgagor shall pay when due and
payable, and otherwise on demand made by Lender, all loan fees, appraisal fees,
recording fees, taxes, brokerage fees and commissions, abstract fees, title
insurance fees, escrow fees, attorneys' fees, court costs, documentary and
expert evidence, fees of inspecting architects and engineers, and all other
costs and expenses of every character which have been incurred or which may
hereafter be incurred by Lender in connection with the Loans, including the
preparation, execution, delivery and performance of this Mortgage. If Mortgagor
fails to pay said costs and expenses as above provided, Lender may elect, but
shall not be obligated, to pay the costs and expenses described in this Section
1.16, and if Lender does so elect, then Mortgagor will, upon demand by Lender,
reimburse Lender for all such expenses which have been or shall be paid or
incurred by it. The amounts paid by Lender shall bear interest at the Default
Rate and such amounts, together with interest, shall be added to Borrower's
Liabilities, shall be immediately due and payable and shall be secured by the
lien of this Mortgage and the other Loan Instruments. In the event of
foreclosure hereof, Lender shall, to the extent permitted by law, be entitled to
add to the indebtedness found to be due by the court a reasonable estimate of
such expenses to be incurred after entry of the decree of foreclosure. To the
extent permitted by law, Mortgagor agrees to hold harmless Lender against and
from, and reimburse it for, all claims, demands, liabilities, losses, damages,
judgments, penalties, costs and expenses, including without limitation
attorneys' fees, which may be imposed upon, asserted against, or incurred or
paid by it by reason of or in connection with any bodily injury or death or
property damage occurring in or upon or in the vicinity of the Mortgaged
Property through any cause whatsoever, or asserted against it on account of any
act performed or omitted to be performed hereunder, or on account of any
transaction arising out of or in any way connected with the Mortgaged Property,
this Mortgage, the other Loan Instruments, any of the indebtedness evidenced by
the Notes or the Loan Agreement or any of Borrower's Liabilities.
1.17. Lender's Performance of Mortgagor's Obligations. If Mortgagor fails
to pay any tax, assessment, encumbrance or other imposition, or to furnish
insurance hereunder, or to perform any other covenant, condition or term in this
Mortgage, the Notes, the Loan Agreement or any other Loan Instrument, Lender
may, but shall not be obligated to, pay, obtain or perform the same. All
payments made, whether such payments are regular or accelerated payments, and
costs and expenses incurred or paid by Lender in connection therewith shall be
due and payable immediately. The amounts so incurred or paid by Lender shall
bear interest at the Default Rate and such amounts, together with interest,
shall be added to Borrower's Liabilities and secured by the lien of this
Mortgage and the other Loan Instruments.
1.18. Payment of Superior Liens. To the extent that Lender, after the date
hereof, pays any sum due under any provision of law or instrument or document
creating any lien superior or equal in priority in whole or in part to the lien
of this Mortgage, such sum advanced by Lender shall be immediately due and
payable, with interest at the Default Rate and shall be deemed to be a part of
Borrower's Liabilities, and Lender shall have and be entitled to a lien on the
Mortgaged Property equal in parity with that discharge , and Lender shall be
subrogated to and receive and enjoy all rights and liens possessed, held or
enjoyed by, the holder of such lien, which shall remain in existence and benefit
Lender to secure the Notes, the Loan Agreement and all obligations and
liabilities secured hereby.
1.19. Environmental Conditions.
(a) "Mortgagor covenants, warrants and represents that there are no,
nor will there, for so long as any of Borrower's Liabilities remain
outstanding, be, any Hazardous Materials (as hereinafter defined)
generated, released, stored, buried or deposited over, beneath, in or upon
the Mortgaged Property except as such Hazardous Materials may be required
to be used, stored or transported in connection with the permitted uses of
the Mortgaged Property and then only to the extent permitted by law after
obtaining all necessary permits and licenses therefor. For purposes of this
Mortgage, "Hazardous Materials" shall mean and include any pollutants,
flammables, explosives, petroleum (including crude oil) or any fraction
thereof, radioactive materials, hazardous wastes, toxic substances or
related materials, including, without limitation, any substances defined as
or included in the definition of toxic or hazardous substances, wastes, or
materials under any federal, state or local laws, ordinances, regulations
or guidances which regulate, govern, prohibit or pertain to the generation,
manufacture, use, transportation, disposal, release, storage, treatment of,
or response or exposure to, toxic or hazardous substances, wastes or
materials. Such laws, ordinances and regulations are hereinafter
collectively referred to as the "Hazardous Materials Laws."
(b) Mortgagor shall, and Mortgagor shall cause all employees, agents,
contractors and subcontractors of Mortgagor and any other persons from time
to time present on or occupying the Mortgaged Property to, keep and
maintain the Mortgaged Property in compliance with, and not cause or
knowingly permit the Mortgaged Property to be in violation of, any
applicable Hazardous Materials Laws. Neither Mortgagor nor any employees,
agents, contractors or subcontractors of Mortgagor or any other persons
occupying or present on the Mortgaged Property shall use, generate,
manufacture, store or dispose of on, under or about the Mortgaged Property
or transport to or from the Mortgaged Property any Hazardous Materials,
except as such Hazardous Materials may be required to be used, stored or
transported in connection with the permitted uses of the Mortgaged Property
and then only to the extent permitted by law after obtaining all necessary
permits and licenses therefor.
(c) Mortgagor shall immediately advise Lender in writing of. (i) any
notices received by Mortgagor (whether such notices are from the
Environmental Protection Agency, or any other federal, state or local
governmental agency or regional office thereof) of the violation or
potential violation occurring on or about the Mortgaged Property of any
applicable Hazardous Materials Laws; (ii) any and all enforcement, cleanup,
removal or other governmental or regulatory actions instituted, completed
or threatened pursuant to any Hazardous Materials Laws; (iii) all claims
made or threatened by any third party against Mortgagor or the Mortgaged
Property relating to damage, contribution, cost recovery compensation, loss
or injury resulting from any Hazardous Materials (the matters set forth in
clauses (i), (ii) and (iii) above are hereinafter referred to as "Hazardous
Materials Claims"); and (iv) Mortgagor's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of the
Mortgaged Property that could cause the Mortgaged Property or any part
thereof to be subject to any Hazardous Materials Claims. Lender shall have
the right but not the obligation to join and participate in, as a party if
it so elects, any legal proceedings or actions initiated in connection with
any Hazardous Materials Claims and Mortgagor shall pay to Lender, upon
demand, all attorneys' and consultants' fees incurred by Lender in
connection therewith.
(d) Mortgagor shall be solely responsible for, and shall indemnify and
hold harmless Lender, its directors, officers, employees, agents,
successors and assigns from and against any loss, damage, cost, expense or
liability directly or indirectly arising out of or attributable to the use,
generation, storage, release, threatened release, discharge, disposal or
presence (whether prior to or during the term of the Loans, or either of
them, or otherwise and regardless of by whom caused, whether by Mortgagor
or any predecessor in title or any owner of land adjacent to the Mortgaged
Property or any other third party, or any employee, agent, contractor or
subcontractor of Mortgagor or any predecessor in title or any such adjacent
land owner or any third person) of Hazardous Materials on, under or about
the Mortgaged Property; including, without limitation: (i) claims of third
parties (including governmental agencies) for damages, penalties, losses,
costs, fees, expenses, damages, in injunctive or other relief; (ii)
response costs, clean-up costs, costs and expenses of removal and
restoration, including fees of attorneys and experts, and costs of
determining the existence of Hazardous Materials and reporting same to any
governmental agency; and (iii) any and all expenses or obligations,
including attorneys' fees, incurred at, before or after any trial or appeal
therefrom whether or not taxable as costs, including, without limitation,
attorneys' fees, witness fees, deposition costs, copying and telephone
charges and other expenses. The obligations of Mortgagor under this
subsection shall survive any of the foreclosure of this Mortgage, the
repayment of Borrower's Liabilities, or other satisfaction of the
indebtedness secured by this Mortgage, whether by deed in lieu of
foreclosure or otherwise.
(e) Any loss, damage, cost, expense or liability incurred by Lender as
a result of a breach or misrepresentation by Mortgagor or for which
Mortgagor is responsible or for which Mortgagor has indemnified Lender
shall be paid to Lender on demand, and, failing prompt reimbursement, such
amounts shall, together with interest thereon at the Default Rate from the
date incurred by Lender until paid by Mortgagor, be added to Borrower's
Liabilities, be immediately due and payable and be secured by the lien of
this Mortgage and the other Loan Instruments.
(f) Lender may, in its reasonable discretion, require Mortgagor, at
its sole cost and expense, from time to time to perform or cause to be
performed, such studies or assessments of the Mortgaged Property, as Lender
may deem necessary or appropriate or desirable, to determine the status of
environmental conditions on and about the Mortgaged Property, which such
studies and assessments shall be for the benefit of, and be prepared in
accordance with the specifications established by, Lender.
(g) Mortgagor hereby grants to Lender, its agents, employees and
contractors, access to the Mortgaged Property, from time to time upon prior
written notice, for the purpose of either (I) taking such action as Lender
shall determine to be appropriate to respond to a release, threatened
release, or the presence of Hazardous Materials, or any related condition,
on or about the Mortgaged Property; or (ii) conducting such studies or
assessments of the Mortgaged Property, as Lender may deem necessary or
appropriate or desirable.
ARTICLE TWO
DEFAULTS
2.1. Event of Default. The term "Event of Default," wherever used in this
Mortgage, shall mean any one or more of the following events:
(a) The failure by Mortgagor: (i) to keep, perform, or observe any
covenant, condition or agreement contained in Sections 1.4.1, 1.6.1, 1.9 or
1. 19 hereof; or (ii) to keep, perform or observe any other covenant,
condition or agreement on the part of Mortgagor in this Mortgage.
(b) The occurrence of an "Event of Default" under and as defined in
the Loan Agreement or any of the other Loan Instruments.
ARTICLE THREE
REMEDIES
3.1. Acceleration of Maturity. If an Event of Default shall have occurred,
Lender may declare Borrower's Liabilities to be immediately due and payable,
without further demand or notice.
3.2. Lender's Power of Enforcement. If an Event of Default shall have
occurred, Lender may, either with or without entry or taking possession as
provided in this Mortgage or otherwise, and without regard to whether or not
Borrower's Liabilities shall have been accelerated, and without prejudice to the
right of Lender thereafter to bring an action of foreclosure or any other action
for any default existing at the time such earlier action was commenced or
arising thereafter, proceed by any appropriate action or proceeding: (a) to
enforce payment of the Notes and/or any other of Borrower's Liabilities or the
performance of any term hereof or any of the other Loan Instruments; (b) to
foreclose this Mortgage by judicial action and to have sold, as an entirety or
in separate lots or parcels, the Mortgaged Property; (c) to foreclose this
Mortgage by advertisement with full authority and power to sell the Mortgaged
Property at public auction and convey the same to the purchaser in fee simple,
either in one parcel or separate lots and parcels, all in accordance with and in
the manner prescribed by law; such power of sale, if available, being hereby
expressly granted to Lender in which event, references to "foreclosure" or
"foreclosure sale" in this Mortgage shall be deemed to mean and include sales
pursuant to the exercise of the power of sale granted herein; (d) as to personal
property to enforce Lender's rights and remedies under the Minnesota Uniform
Commercial Code, or to proceed as to both real property and personal property by
foreclosure and otherwise in accordance with Lender's rights and remedies in
respect of the real property; and (e) to pursue any other remedy available to
it. Lender may 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.
3.3. Lender's Right to Enter and Take Possession, Operate and Apply Income.
(a) Mortgagor does hereby sell, assign and transfer unto Lender all of
the leases, rents and profits now due and which may hereafter become due
under or by virtue of any lease, whether written or verbal, or any
agreement for the use or occupancy of the Mortgaged Property, whether
presently in existence or entered into at any time during the term of this
Mortgage, it being the intention of this Mortgage to establish an absolute
transfer and assignment of all such leases and agreements and all of the
rents and profits from the Mortgaged Property unto Lender and Mortgagor
does hereby appoint irrevocably Lender its true and lawful attorney in its
name and stead, which appointment is coupled with an interest, to collect
all of said rents and profits; provided, Mortgagor shall have the right to
collect and retain such rents and profits unless and until an Event of
Default exists under this Mortgage.
(b) Upon an Event of Default and whether before or after the
institution of legal proceedings to foreclose the lien hereof or before or
after sale thereunder or during any period of redemption, Lender, without
regard to waste, adequacy of the security or solvency of Mortgagor, may
revoke the privilege granted Mortgagor hereunder to collect the rents and
profits, and may, at its option, without notice, either: (a) in person or
by agent, with or without taking possession of or entering the Mortgaged
Property, with or without bringing any action or proceeding, give, or
require Mortgagor to give, notice to any or all tenants under any lease
authorizing and directing the tenant to pay such rents and profits to
Lender; collect all of the rents and profits; enforce the payment thereof
and exercise all of the rights of the landlord under the leases and all of
the rights of Lender hereunder; may enter upon, take possession of, manage
and operate said Mortgaged Property, or any part thereof; may cancel,
enforce or modify the leases, and fix or modify rents, and do any acts
which Lender deems proper to protect the security hereof with or without
taking possession of the Mortgaged Property; or (b) apply for the
appointment of a receiver in accordance with the statutes and law made and
provided for, which receivership Mortgagor hereby consents to, who shall
collect the rents and profits, and all other income of any kind; manage the
Mortgaged Property so to prevent waste; execute leases within or beyond the
period of receivership, and perform the terms of this Mortgage and apply
the rents and profits as hereinafter provided.
(c) The entering upon and taking possession of the Mortgaged Property,
the appointment of a receiver, the collection of such rents and profits and
the application thereof as aforesaid shall not cure or waive any Event of
Default under this Mortgage nor in any way operate to prevent Lender from
pursuing any other remedy which it may now or hereafter have under the
terms of this Mortgage nor shall it in any way be deemed to constitute
Lender a mortgagee-in-possession. The rights and powers of Lender hereunder
shall remain in full force and effect both prior to and after any
foreclosure of the Mortgage and any sale pursuant thereto and until
expiration of the period of redemption from said sale, regardless of
whether a deficiency remains from said sale. The purchaser at any
foreclosure sale, including Lender, shall have the right, at any time and
without limitation as provided in Minn. Stat. Section 582.03, to advance
money to any receiver appointed hereunder to pay any part or all of the
items which the receiver would otherwise be authorized to pay if cash were
available from the Mortgaged Property and the sum so advanced, with
interest at the rate then in effect under the terms of the Loan Agreement,
shall be a part of the sum required to be paid to redeem from any
foreclosure sale. The rights hereunder shall in no way be dependent upon
and shall apply without regard to whether the Mortgaged Property is in
danger of being lost, materially injured or damaged or whether the
Mortgaged Property is adequate to discharge Borrower's Liabilities secured
hereby. The rights contained herein are in addition to and shall be
cumulative with the rights given in any separate assignment of leases and
rents which may now or hereafter be executed by Mortgagor in favor of
Lender (the "Assignment"), assigning any leases, rents and profits of the
Mortgaged Property. To the extent inconsistent with the terms of this
Section, the terms of the Assignment shall control. Lender shall be
entitled to all the rights and remedies afforded by Minn. Stat. Sections
559.17 and 576.01.
3.4. Leases. Lender is authorized to foreclose this Mortgage subject to the
rights, if any, of any or all tenants of the Mortgaged Property, even if the
rights of any such tenants are or would be subordinate to the lien of this
Mortgage.
3.5. Purchase by Lender. Upon any foreclosure sale, Lender may bid for and
purchase all or any portion of the Mortgaged Property and, upon compliance with
the terms of the sale, may hold, retain and possess and dispose of such property
in its own absolute right without further accountability.
3.6. Application of Foreclosure Sale Proceeds. Out of the proceeds arising
from the sale and foreclosure, Lender may retain all sums due under the Notes,
together with all such sums of money as Lender shall have expended or advanced
pursuant to this Mortgage or pursuant to statute together with interest thereon
as provided and all costs and expenses of such foreclosure, including reasonable
and lawful attorney's fees, with the balance, if any, to be paid to the persons
entitled thereto by law.
3.7. Application of Indebtedness Toward Purchase Price. Upon any
foreclosure sale, Lender may apply any or all of Borrower's Liabilities and any
other sums due to Lender under the Notes, this Mortgage or any other Loan
Instruments to the price paid by Lender at the foreclosure sale.
3.8. Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. To the full extent permitted by applicable law, Mortgagor hereby waives
any and all rights of redemption and, in case of an Event of Default, neither
Mortgagor nor anyone claiming through or under it will [set up, claim or seek to
take advantage of any reinstatement, appraisement, valuation, stay or extension
laws now or hereafter in force, or take any other action which would] prevent or
hinder the enforcement or foreclosure of this Mortgage or the absolute sale of
the Mortgaged Property or the final and absolute putting into possession
thereof, immediately after such sale, of the purchaser thereat. 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 Mortgaged Property
marshalled upon any foreclosure of the lien hereof and agrees that Lender or any
court having jurisdiction to foreclose such lien may sell the Mortgaged Property
in part or as an entirety.
3.9. Receiver - Lender in Possession. If an Event of Default shall have
occurred, Lender, to the extent permitted by law and without regard to waste,
the solvency of the Mortgagor, the value of the Mortgaged Property or the
adequacy of the security for indebtedness and other sums secured hereby, shall
be entitled as a matter of right and without any additional showing or proof, at
Lender's election, to either the appointment by the court of a receiver (without
the necessity of Lender posting a bond) to enter upon and take possession of the
Mortgaged Property and to collect all rents, income and other benefits thereof
and apply the same as the court may direct or to be placed by the court into
possession of the Mortgaged Property as mortgagee in possession with the same
power herein granted to a receiver and with all other rights and privileges of a
mortgagee in possession under law. The right to enter and take possession of and
to manage and operate the Mortgaged 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 shall be
liable to account only for such rents, income and other benefits actually
received by Lender, whether received pursuant to this Section 3.9 or Section
3.3. 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.
3.10. Mortgagor to Pay Borrower's Liabilities in Event of Default;
Application of Monies by Lender.
(a) Upon occurrence of an Event of Default, Lender shall be entitled
to xxx for and to recover judgment against Mortgagor for Borrower's
Liabilities 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 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,
subject to the provisions of applicable law, affected by any taking of
possession or foreclosure sale hereunder, or by the exercise of any other
right, power or remedy for the enforcement of the terms of this Mortgage,
or the foreclosure of the lien hereof.
(b) In case of a foreclosure sale of all or any part of the Mortgaged
Property and of the application of the proceeds of sale to the payment of
Borrower's Liabilities, Lender shall, subject to the provision of
applicable law, be entitled to enforce all other rights and remedies under
the Loan Instruments.
(c) Mortgagor hereby agrees, to the extent permitted by law, that no
recovery of any judgment by Lender under any of the Loan Instruments, and
no attachment or levy of execution upon any of the Mortgaged Property or
any other property of Mortgagor, shall (except as otherwise provided by
law) in any way affect the lien of this Mortgage upon the Mortgaged
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 until Borrower's Liabilities are paid in full.
(d) Any monies collected or received by Lender under this Section 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 Borrower's
Liabilities, in such order and manner as Lender may elect, and any surplus,
after payment of all Borrower's Liabilities, shall be paid to Mortgagor.
3.11. Acknowledgment of Waiver of Hearing Before Sale. Mortgagor
understands and agrees that if an Event of Default shall occur, Lender has the
right, inter alia, to foreclose this Mortgage by advertisement pursuant to Minn.
Stat. Chapter 580, as hereafter amended, or pursuant to any similar or
replacement statute hereafter enacted; that if Lender elects to foreclose by
advertisement, it may cause the Mortgaged Property, or any part thereof, to be
sold at public auction; that notice of such sale must be published for six (6)
successive weeks at least once a week in a newspaper of general circulation and
that no personal notice is required to be served upon Mortgagor. Mortgagor
further understands that upon the occurrence of an Event of Default, Lender may
also elect its rights under the Uniform Commercial Code and take possession of
the collateral and dispose of the same by sale or otherwise in one or more
parcels provided that at least ten (10) days' prior notice of such disposition
must be given, all as provided for by the Uniform Commercial Code, as hereafter
amended or by any similar or replacement statute hereafter enacted. Mortgagor
further understands that under the Constitution of the United States and the
Constitution of the State of Minnesota it may have the right to notice and
hearing before the Mortgaged Property may be sold and that the procedure for
foreclosure by advertisement described above does not insure that notice will be
given to Mortgagor and neither said procedure for foreclosure by advertisement
nor the Uniform Commercial Code requires any hearing or other judicial
proceeding. MORTGAGOR HEREBY EXPRESSLY CONSENTS AND AGREES THAT THE MORTGAGED
PROPERTY MAY BE FORECLOSED BY ADVERTISEMENT AND THAT THE PERSONAL PROPERTY MAY
BE DISPOSED OF PURSUANT TO THE UNIFORM COMMERCIAL CODE, ALL AS DESCRIBED ABOVE.
MORTGAGOR ACKNOWLEDGES THAT IT IS REPRESENTED BY LEGAL COUNSEL; THAT BEFORE
SIGNING THIS DOCUMENT THIS SECTION AND MORTGAGOR!S CONSTITUTIONAL RIGHTS WERE
FULLY EXPLAINED BY SUCH COUNSEL AND THAT MORTGAGOR UNDERSTANDS THE NATURE AND
EXTENT OF THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER.
3.12. Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Lender by the Notes, or either of them, the Loan Agreement, this
Mortgage or any other Loan Instrument or any instrument evidencing or securing
Borrower's Liabilities 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 hereunder or
under the Notes, or either of them, the Loan Agreement or any other Loan
Instrument or any instrument evidencing or securing Borrower's Liabilities, or
now or hereafter existing at law, in equity or by statute.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
4.1. Heirs, Successors and Assigns Included in Parties. Whenever Mortgagor
or Lender is named or referred to herein, heirs and successors and assigns of
such person or entity shall be included, and all covenants and agreements
contained in this Mortgage shall bind the successors and assigns of Mortgagor,
including any subsequent owner of all or any part of the Mortgaged Property and
inure to the benefit of the successors and assigns of Lender. This Section 4.1
shall not be construed to permit an assignment, transfer, conveyance,
encumbrance or other disposition otherwise prohibited by this Mortgage.
4.2. Notices. All notices, requests, reports, demands or other instruments
required or contemplated to be given or furnished under this Mortgage to
Mortgagor or Lender shall be directed to Mortgagor or Lender, as the case may
be, in the manner set forth in the Loan Agreement at the following addresses:
If to Lender: NationsCredit Commercial Funding,
a division of NationsCredit Commercial
Corporation
1177 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxx
Xxxxxx Xxxxxxx
With a copy to: Goldberg, Kohn, Bell, Black,
Xxxxxxxxxx & Xxxxxx, Ltd.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
If to Mortgagor: Northwest Teleproductions, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
With a copy to: Xxxxxxxxxxx & Xxxxx
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxx Xxxx
4.3. Security Interest. This Mortgage shall constitute a security agreement
with respect to (and Mortgagor hereby grants Lender a security interest in) all
personal property and fixtures included in the Mortgaged Property as more
specifically described in the granting clause of this Mortgage. Mortgagor shall
from time to time, at the request of Lender, execute any and all financing
statements covering such personal property and fixtures (in a form satisfactory
to Lender) which Lender may reasonably consider necessary or appropriate to
perfect its security interest.
4.4. Fixture Filing. From the date of its recording, this Mortgage shall be
effective as a financing statement filed as a fixture filing with respect to all
goods constituting part of the Mortgaged Property which are or are to become
fixtures. For this purpose, the following information is set forth:
(a) Name and address of debtor:
Northwest Teleproductions, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
(b) Debtor's Federal Taxpayer Identification Number:
______________________________________________
(c) Name and address of secured party:
NationsCredit Commercial Corporation
1177 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(d) Description of the types (or items) of property covered by this
financing statement:
All goods constituting part of the Mortgaged Property (as more
particularly described in the granting clauses of this Mortgage)
which are or are to become fixtures.
(e) Description of the real estate to which the property covered by
this financing statement is attached or upon which it is located:
See Exhibit A
(f) Name of record owner of the real estate: Northwest
Teleproductions, Inc.
(g) Products/proceeds of the collateral are also covered by this
financing statement.
4.5. Headings. The headings of the articles, sections, paragraphs and
subdivisions of this Mortgage are for convenience only, are not to be considered
a part hereof, and shall not limit, expand or otherwise affect any of the terms
hereof.
4.6. Invalid Provisions. In the event that any of the covenants,
agreements, terms or provisions contained in this Mortgage shall be invalid,
illegal or unenforceable in any respect, the validity of the remaining
covenants, agreements, terms or provisions contained herein (or the application
of the covenant, agreement, term held to be invalid, illegal or unenforceable,
to persons or circumstances other than those in respect of which it is invalid,
illegal or unenforceable) shall be in no way affected, prejudiced or disturbed
thereby.
4.7. Changes. Neither this Mortgage nor any term hereof may be released,
changed, waived, discharged or terminated orally, or by any action or inaction,
but only by an instrument in writing signed by the party against which
enforcement of the release, change, waiver, discharge or termination is sought.
4.8. Governing Law. Except with respect to the creation, perfection,
priority and enforcement of the lien and security interest created hereunder,
all of which shall be construed, interpreted, enforced and governed by the laws
of the State of Minnesota, the validity and interpretation of this Mortgage
shall be governed by and in accordance with the laws of the State of Illinois.
4.9. Limitation of Interest. The provisions of the Loan Agreement regarding
the payment of lawful interest are hereby incorporated herein by reference.
4.10. Future Advances. This Mortgage is given to secure not only existing
indebtedness, but also future advances (whether such advances are obligatory or
are to be made at the option of Lender, or otherwise) made by Lender under the
Notes, or either of them, or the Loan Agreement, to the same extent as if such
future advances were made on the date of the execution of this Mortgage. The
total amount of indebtedness that may be so secured may decrease or increase
from time to time, but the principal amount of all indebtedness secured hereby
shall, in no event, exceed $10,000,000, plus the total amount of all advances
made to protect the Mortgaged Property and the security interest and the lien
created hereby, plus the amount due on any indemnity by Mortgagor contained
herein or in any other documents executed by Mortgagor, plus interest on all of
the foregoing at the Default Rate, plus all costs of enforcement and collection
of the indebtedness hereby secured (including reasonable attorneys' fees).
4.11. Release. Upon full payment and satisfaction of Borrower's Liabilities
and the termination of all Lender's obligations under the Loan Agreement, Lender
shall issue to Mortgagor an appropriate release deed in recordable form.
4.12. Attorneys' Fees. Whenever reference is made herein to the payment or
reimbursement of attorneys' fees, such fees shall be deemed to include
compensation to staff counsel, if any, of Lender in addition to the fees of any
other attorneys engaged by Lender.
4.13. Loan Agreement. The Loans are governed by terms and provisions set
forth in the Loan Agreement and in the event of any conflict between the terms
of this Mortgage and the terms of the Loan Agreement, the terms of the Loan
Agreement shall control; provided, however, in the event there is any apparent
conflict between any particular term or provision which appears in both the Loan
Agreement and this Mortgage and it is possible for the terms of both the Loan
Agreement and this Mortgage to be performed or complied with, then,
notwithstanding the foregoing, both the terms of the Loan Agreement and the
Mortgage shall be performed or complied with.
4.14. Business Purpose. Mortgagor represents that Borrower's Liabilities
will be used to further the business purposes and business objectives of
Mortgagor and Borrower and that no part of the Mortgaged Property comprises or
will be utilized as homestead or agricultural property within the meaning of any
applicable law.
4.15. Xxxxx. Mortgagor hereby represents and warrants that there are no,
and, for so long as Borrower's Liabilities remain outstanding, there will be no
xxxxx located on any part of the Mortgaged Property.
4.16. Liability. If Mortgagor is a partnership, Borrower agrees that it
will not register as a limited liability partnership under Minnesota Stat.
Section 323.44, and any such registration shall not be effective as to
Borrower's Liabilities, this Mortgage, or any other documents entered into in
connection with the Loans.
IN WITNESS WHEREOF, Mortgagor has caused this instrument to be executed by
its duly authorized officers as of the day and year first above written.
Northwest Teleproductions, Inc.,
a Minnesota corporation
By /s/ Xxxx X. XxXxxxx
Its President
By
Its
THIS INSTRUMENT PREPARED BY
AND AFTER RECORDING RETURN TO:
Xxxx X. Xxxxxxxx, Esq.
Goldberg, Kohn, Bell, Black,
Xxxxxxxxxx & Xxxxxx, Ltd.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
ACKNOWLEDGMENT
STATE OF )
) SS
COUNTY OF )
I, ______________________, a Notary Public in and for and residing in said
County and State, DO HEREBY CERTIFY THAT ________________________ and
_______________________, the ___________________ and _________________ of
Northwest Teleproductions, Inc., a ____________________ corporation, personally
known to me to be the same persons whose names are subscribed to the foregoing
instrument appeared before me this day in person and acknowledged that they
signed and delivered said instrument as their own free and voluntary act and as
the free and voluntary act of said corporation for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this _______ day of ______________,
1997.
Notary Public
My Commission Expires:
EXHIBIT A
Legal Description of Property
Normandale Center:
Tract R, Registered Land Survey No. 1218, Files of Registrar of
Titles, County of Hennepin, State of Minnesota.
Common Address: 0000 X. 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
Edina Office Center:
Xxx 0, Xxxxx 0, XXXXX OFFICE CENTER 2ND ADDITION, according to
the recorded plat thereof, and situate in Hennepin County,
Minnesota.
Common Address: 0000 X. 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
EXHIBIT B
Permitted Encumbrances
