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EXHIBIT
10.55
Mortgage Agreement, dated January 12, 1998, executed
by Aid Association for Lutherans in favor of Congress
Financial Corporation (Western) with respect to
premises at 00000 X. Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx (Exhibits omitted).
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MORTGAGE AGREEMENT
CONGRESS FINANCIAL CORPORATION (WESTERN) ("Congress") has entered or is
about to enter into financing arrangements with ANGELES ACQUISITION CORP.
("Debtor") pursuant to which Congress has been or may be granted a security
interest in any or all of Debtor's or its affiliates' personal property,
including, but not limited to, inventory and equipment (hereinafter "Personal
Property"). For purposes of this Agreement, the term "Personal Property" does
not include plumbing and electrical fixtures, heating, ventilation and air
conditioning, wall and floor coverings, walls or ceilings and other fixtures not
constituting trade fixtures. Some of the Personal Property has or may from time
to time become affixed to or be located on, wholly or in part, the real property
leased by Debtor or its affiliates located at 00000 X. Xxxxxxx Xxx., Xxxxxxxx,
XX 00000, the legal description of which is attached as Exhibit A (the
"Premises"). The undersigned is the mortgagee under a mortgage or beneficiary of
a deed of trust encumbering the Premises.
In order for Congress to consider making loans or providing other financial
accommodations to Debtor or its affiliates in reliance upon the Personal
Property as collateral, the undersigned agrees as follows:
1. The Personal Property may be installed in or located on the Premises and
is not and shall not be deemed a fixture or part of the real property but shall
at all times be considered personal property.
2. Congress, as its option, may enter and use the Premises for the purpose
of repossessing, removing, selling or otherwise dealing with any of the Personal
Property, and such right shall continue from the date Congress enters the
Premises for a period of up to ninety (90) days after the receipt by Congress of
written notice from the undersigned directing removal of the Personal Property;
provided, that, (a) for each day that Congress uses the Premises pursuant to the
rights granted to it hereunder, unless the person entitled thereto has otherwise
been paid rent in respect of any of such period. Congress shall pay the
regularly scheduled rent provided under the lease relating to the Premises
between the owner of the Premises and Debtor (the "Lease"), prorated on a per
diem basis to be determined on a thirty (30) day month, without thereby assuming
the Lease or incurring any other obligations of Debtor and (b) any damage to the
Premises caused by Congress or its representatives will be repaired by Congress
at its sole expense.
3. The undersigned agrees to send notice in writing of any default under
the mortgage or deed of trust encumbering the Premises, and (if the undersigned
succeeds to the interest of the owner of the Premises in the Premises) notice in
writing of any default under the Lease to:
Congress Financial Corporation (Western)
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxxxxx 00000
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Upon receipt of such notice, Congress shall have the right, but not the
obligation, to cure such default within ten (10) days thereafter. Any payment
made or act done by Congress to cure any such default shall not constitute an
assumption of the Lease or said mortgage or deed of trust, or any obligations of
Debtor or the owner of the Premises.
4. This waiver may not be changed or terminated orally or by course of
conduct and is binding upon the undersigned and the heirs, personal
representatives, successors and assigns of the undersigned and inures to the
benefit of Congress and the successors and assigns of Congress.
5. The "Personal Property" includes the items on the attached Exhibit B,
but does not include the items shown on Exhibit B which are crossed off.
Dated this 12th day of January, 1998.
Aid Association for Lutherans, a Wisconsin
corporation
By /s/ Xxxxx X. Xxxxxx
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Title Vice President-Mortgages & Real Estate
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By /s/ Xxxxxxx X. Xxxx
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Title Assistant Secretary
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MORTGAGEE ACKNOWLEDGEMENT
(CORPORATION)
STATE OF Wisconsin
ss:
COUNTY OF Outagamie
I, Xxxxx X. Xxxxxxx , a Notary Public within and for said County, in the
State aforesaid, duly commissioned and acting, do hereby certify that on this
12th day of January , 199 8 , personally appeared before me Xxxxx X. Xxxxxx and
Xxxxxxx X. Xxxx (Name of Signer for MORTGAGEE) to me personally known to be the
person who signed the foregoing MORTGAGEE Waiver, and who, being by me duly
sworn and being informed of the contents of said MORTGAGEE Waiver, stated and
acknowledged to me under oath that they are Vice President - Mortgages & Real
Estate and Assistant Secretary of Aid Association for Lutherans the Corporation
named in and which executed the said MORTGAGEE Waiver, and that they know the
corporate seal of said Corporation, and that the seal affixed to said MORTGAGEE
Waiver, as the corporate seal of said Corporation, that they are duly authorized
to execute said MORTGAGEE Waiver, for, in the name of and on behalf of said
Corporation, and that same was signed, sealed, executed and delivered by them in
the name of and on behalf of said Corporation by authority of its Board of
Directors and that the execution of said MORTGAGEE Waiver was their free and
voluntary act and deed in their said capacity and acknowledged to me that said
Corporation executed the same as its voluntary and was by them voluntarily
executed, on behalf of said Corporation for the uses, purposes and consideration
therein mentioned and set forth.
WITNESS my hand and seal as such Notary Public the day and year in this
certificate above written.
/s/ Xxxxx X. Xxxxxxx
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Notary Public
Commission expires: 09/13/98
