All notices under this agreement should be mailed to:
Strydel, Inc.
c/o The Ohio Art Company
Xxx Xxx Xxxxxx
X.X. Xxx 000
Xxxxx, Xxxx 00000
FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------
[SKY BANK LOGO]
OPEN - END MORTGAGE
MAXIMUM LIEN: The Maximum Amount of Loan indebtedness secured by this Open-End
Mortgage is $2,500,000.00. The words "Maximum Amount of Loan Indebtedness" as
used in this Mortgage mean the maximum unpaid balance of loan advances made
under the Note which may be outstanding at any one time. The Maximum Amount of
Loan indebtedness does not include any (A) interest, (B) taxes, (C) assessments,
(D) insurance premiums, or (E) costs incurred for the protection of the
Property. Grantor and Lender intend that, in addition to any other indebtedness
or obligations secured hereby, this Mortgage shall secure indebtedness arising
from loan advances made by Lender after this Mortgage is delivered to the
recorder for record.
THIS MORTGAGE dated August 1, 2002, is made and executed between STRYDEL, INC.,
AN OHIO CORPORATION, whose address is 000 XXXXX XX, XXXXXXX, XX 00000 (referred
to below as "Grantor") and SKY BANK, whose address is 00 X XXXX XXXXXX, XX XXX
000, XXXXXXXXXXX, XX 00000 (referred to below as "Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, mortgages and
conveys to Lender, with mortgage covenants and upon the statutory condition, all
of Grantor's right, title, and interest in and to the following described real
property, together with all existing or subsequently erected or affixed
buildings, Improvements and fixtures; all easements, rights of way, and
appurtenances; all water, water rights, watercourses and ditch rights (including
stock in utilities with ditch or irrigation rights); and all other rights,
royalties, and profits relating to the real property, including without
limitation all minerals, oil, gas, geothermal and similar matters, (the Real
Property") located in XXXXXXXX County, State of Ohio:
See EXHIBIT "A", which is attached to this Mortgage and made a part of
this Mortgage as if fully set forth herein.
The Real Property or its address is commonly known as 000 XXXXX XX, XXXXXXX, XX
00000. The Real Property tax identification, number is 128-064-040-04-033-000,
128-064-050-02-001.000, 128-064-050-02-002.000
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN
THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE
INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE
RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of
any "one action" or "anti-deficiency" law, or any other law which may prevent
Lender from bringing any action against Grantor, including a claim for
deficiency to the extent Lender is otherwise entitled to a claim for deficiency,
before or after Lender's commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this
Mortgage is executed at Borrower's request and not at the request of Lender; (b)
Grantor has the full power, right, and authority to enter into this Mortgage and
to hypothecate the Property; (c) the provisions of this Mortgage do not conflict
with, or result in a default under any agreement or other Instrument binding
upon Grantor and do not result in a violation of any law, regulation, court
decree or order applicable to Grantor; (d) Grantor has established adequate
means of obtaining from Borrower on a continuing basis information about
Borrower's financial condition; and (e) Lender has made no representation to
Grantor about Borrower (including without limitation the creditworthiness of
Borrower).
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower
shall pay to Lender all indebtedness secured by this Mortgage as it becomes due,
and Borrower and Grantor shall strictly perform all Borrower's and Grantor's
obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that
Borrower's and Grantor's possession and use of the Property shall be governed by
the following provisions:
POSSESSION AND USE. Until the occurrence of an Event of Default,
Grantor may (1) remain in possession and control of the Property; (2)
use, operate or manage the Property; and (3) collect the Rents from the
Property.
DUTY TO MAINTAIN. Grantor shall maintain the Property in tenantable
condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve its value.
COMPLIANCE WITH ENVIRONMENTAL LAWS. Grantor represents and warrants to
Lender that: (1) During the period of Grantor's ownership of the
Property, there has been no use, generation, manufacture, storage,
treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2)
Grantor has no knowledge of, or reason to believe that there has been,
except as previously disclosed to and acknowledged by Lender in
writing, (a) any breach or violation of any Environmental Laws, (b) any
use, generation, manufacture, storage, treatment, disposal, release or
threatened release of any Hazardous Substance on, under, about or
MORTGAGE
LOAN NO. 1300307099 (CONTINUED) PAGE 2
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from the Property by any prior owners or occupants of the Property, or
(c) any actual or threatened litigation or claims of any kind by any
person relating to such matters; and (3) Except as previously disclosed
to and acknowledged by Lender in writing, (a) neither Grantor nor any
tenant, contractor, agent or other authorized user of the Property
shall use, generate, manufacture, store, treat, dispose of or release
any Hazardous Substance on, under, about or from the Property; and (b)
any such activity shall be conducted in compliance with all applicable
federal, state, and local laws, regulations and ordinances, including
without limitation all Environmental Laws. Grantor authorizes Lender
and its agents to enter upon the Property to make such inspections and
tests, at Grantor's expense, as Lender may deem appropriate to
determine compliance of the Property with this section of the Mortgage.
Any inspections or tests made by Lender shall be for Lender's purposes
only and shall not be construed to create any responsibility or
liability on the part of Lender to Grantor or to any other person. The
representations and warranties contained herein are based on Grantor's
due diligence in investigating the Property for Hazardous Substances.
Grantor hereby (1) releases and waives any future claims against Lender
for indemnity or contribution in the event Grantor becomes liable for
cleanup or other costs under any such laws; and (2) agrees to indemnify
and hold harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section
of the Mortgage or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release occurring
prior to Grantor's ownership or interest in the Property, whether or
not the same was or should have been known to Grantor. The provisions
of this section of the Mortgage, including the obligation to indemnify,
shall survive the payment of the indebtedness and the satisfaction and
reconveyance of the lien of this Mortgage and shall not be affected by
Lender's acquisition of any interest in the Property, whether by
foreclosure or otherwise.
NUISANCE, WASTE. Grantor shall not cause, conduct or permit any
nuisance nor commit, permit, or suffer any stripping of or waste on or
to the Property or any portion of the Property. Without limiting the
generality of the foregoing, Grantor will not remove, or grant to any
other party the right to remove, any timber, minerals (including oil
and gas), coal, clay, scoria, soil, gravel or rock products without
Lender's prior written consent.
REMOVAL OF IMPROVEMENTS. Grantor shall not demolish or remove any
Improvements from the Real Property without Lender's prior written
consent. As a condition to the removal of any Improvements, Lender may
require Grantor to make arrangements satisfactory to Lender to replace
such Improvements with Improvements of at least equal value.
LENDER'S RIGHT TO ENTER. Lender and Lender's agents and representatives
may enter upon the Real Property at all reasonable times to attend to
Lender's interests and to inspect the Real Property for purposes of
Grantor's compliance with the terms and conditions of this Mortgage.
COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall promptly
comply with all laws, ordinances, and regulations, now or hereafter in
effect, of all governmental authorities applicable to the use or
occupancy of the Property, including without limitation, the Americans
With Disabilities Act. Grantor may contest in good faith any such law,
ordinance, or regulation and withhold compliance during any proceeding,
including appropriate appeals, so long as Grantor has notified Lender
in writing prior to doing so and so long as, in Lenders sole opinion,
Lender's interests in the Property are not jeopardized. Lender may
require Grantor to post adequate security or a surety bond, reasonably
satisfactory to Lender, to protect Lender's interest.
DUTY TO PROTECT. Grantor agrees neither to abandon or leave unattended
the Property. Grantor shall do all other acts, in addition to those
acts set forth above in this section, which from the character and use
of the Property are reasonably necessary to protect and preserve the
Property.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare
immediately due and payable all sums secured by this Mortgage upon the sale or
transfer, without Lender's prior written consent, of all or any part of the Real
Property, or any interest in the Real Property. A "sale or transfer" means the
conveyance of Real Property or any right, title or interest in the Real
Property; whether legal, beneficial or equitable; whether voluntary or
Involuntary; whether by outright sale, deed, installment sale contract, land
contract, contract for deed, leasehold interest with a term greater than three
(3) years, lease-option contract, or by sale, assignment, or transfer of any
beneficial interest in or to any land trust holding title to the Real Property,
or by any other method of conveyance of an interest in the Real Property. If any
Grantor is a corporation, partnership or limited liability company, transfer
also includes any change in ownership of more than twenty-five percent (25%) of
the voting stock, partnership interests or limited liability company interests,
as the case may be, of such Grantor. However, this option shall not be exercised
by Lender if such exercise is prohibited by federal law or by Ohio law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are part of this Mortgage:
PAYMENT. Grantor shall pay when due (and in all events prior to
delinquency) all taxes, payroll taxes, special taxes, assessments,
water charges and sewer service charges levied against or on account of
the Property, and shall pay when due all claims for work done on or for
services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal
to the interest of Lender under this Mortgage, except for those liens
specifically agreed to in writing by Lender, and except for the lien of
taxes and assessments not due as further specified in the Right to
Contest paragraph.
RIGHT TO CONTEST. Grantor may withhold payment of any tax, assessment,
or claim in connection with a good faith dispute over the obligation to
pay, so long as Lender's interest in the Property is not jeopardized.
If a lien arises or is filed as a result of nonpayment, Grantor shall
within fifteen (15) days after the lien arises or, if a lien is filed,
within fifteen (15) days after Grantor has notice of the filing, secure
the discharge of the lien, or if requested by Lender, deposit with
Lender cash or a sufficient corporate surety bond or other security
satisfactory to Lender in an amount sufficient to discharge the lien
plus any costs and attorneys' fees, or other charges that could accrue
as a result of a foreclosure or sale under the lien. in any contest,
Grantor shall defend itself and Lender and shall satisfy any adverse
judgment before enforcement against the Property. Grantor shall name
Lender as an additional obligee under any surety bond furnished in the
contest proceedings. `
EVIDENCE OF PAYMENT. Grantor shall upon demand furnish to Lender
satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at
anytime a written statement of the taxes and assessments against the
Property.
NOTICE OF CONSTRUCTION. Grantor shall notify Lender at least fifteen
(15) days before any work is commenced, any services are furnished, or
any materials are supplied to the Property, if any mechanic's lien,
materialmen's lien, or other lien could be asserted on account of the
work, services, or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that
Grantor can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the
Property are a part of this Mortgage:
MAINTENANCE OF INSURANCE. Grantor shall procure and maintain policies
of fire insurance with standard extended coverage endorsements on a
replacement basis for the full insurable value covering all
Improvements on the Real Property in an amount sufficient to avoid
application of any coinsurance clause, and with a standard mortgagee
clause in favor of Lender. Grantor shall also procure and maintain
comprehensive general liability insurance in such coverage amounts as
Lender may request with Lender being named as additional insureds in
such liability insurance policies. Additionally, Grantor shall maintain
such other insurance, including but not limited to hazard, business
interruption and boiler insurance as Lender may require. Policies shall
be written by such insurance companies and in such form as may be
reasonably acceptable to Lender. Grantor shall deliver to Lender
certificates of coverage from each insurer containing a stipulation
that coverage will not be cancelled or diminished without a minimum of
ten (10) days' prior written notice to Lender and not containing any
disclaimer of the insurer's liability for failure to give such notice.
Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Grantor or any other person. Should the Real
Property be located in an area designated by the Director of the
Federal Emergency Management Agency as a special flood hazard area,
Grantor agrees to obtain and maintain Federal Flood Insurance, if
available, within 45 days after notice is given by Lender that the
Property is located in a special flood hazard area, for the full unpaid
principal balance of the loan and any prior liens on the property
securing the loan, up to the maximum policy limits set under the
National Flood Insurance Program, or as otherwise required by Lender,
and to maintain such insurance for the term of the loan.
APPLICATION OF PROCEEDS. Grantor shall promptly notify Lender of any
loss or damage to the Property. Lender may make proof of loss if
Grantor fails to do so within fifteen (15) days of the casualty.
Whether or not Lender's security is impaired, Lender, may, at Lender's
election, receive and retain the proceeds of any insurance and apply
the proceeds to the reduction of the Indebtedness, payment of, any-lien
affecting the Property, or the restoration and repair of the Property.
If Lender elects to apply the proceeds to restoration and repair,
Grantor shall repair or replace the damaged or destroyed Improvements
in a manner, satisfactory to Lender. Lender shall, upon satisfactory
proof of such expenditure, pay or reimburse Grantor from the proceeds
for the reasonable cost of repair or restoration if Grantor is not in
default under this
MORTGAGE
LOAN NO. 1300307099 (CONTINUED) PAGE 3
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Mortgage. Any proceeds which have not been disbursed within 180 days
after their receipt and which Lender has not committed to the repair or
restoration of the Property shall be used first to pay any amount owing
to Lender under this Mortgage, then to pay accrued interest, and the
remainder, if any, shall be applied to the principal balance of the
Indebtedness. If Lender holds any proceeds after payment in full of the
Indebtedness, such proceeds shall be paid to Grantor as Grantor's
interests may appear.
GRANTOR'S REPORT ON INSURANCE. Upon request of Lender, however not more
than once a year, Grantor shall furnish to Lender a report on each
existing policy of insurance showing: (1) the name of the insurer; (2)
the risks insured; (3) the amount of the policy; (4) the property
Insured, the then current replacement value of such property, and the
manner of determining that value; and (5) the expiration date of the
policy. Grantor shall, upon request of Lender, have an independent
appraiser satisfactory to Lender determine the cash value replacement
cost of the Property.
TAX AND INSURANCE RESERVES. Subject to any limitations set by applicable law,
Lender may require Grantor to maintain with Lender reserves for payment of
annual taxes, assessments, and insurance premiums, which reserves shall be
created by advance payment or monthly payments of a sum estimated by Lender to
be sufficient to produce, amounts at least equal to the taxes, assessments, and
insurance premiums to be paid. The reserve funds shall be held by Lender as a
general deposit from Grantor, which Lender may satisfy by payment of the taxes,
assessments, and insurance premiums required to be paid by Grantor as they
become due. Lender shall have the right to draw upon the reserve funds to pay
such items, and Lender shall not be required to determine the validity or
accuracy of any item before paying it. Nothing in the Mortgage shall be
construed as requiring Lender to advance other monies for such purposes, and
Lender shall not incur any liability for anything it may do or omit to do with
respect to the reserve account. Subject to any limitations set by applicable
law, if the reserve funds disclose a shortage or deficiency, Grantor shall pay
such shortage or deficiency as required by Lender. All amounts in the reserve
account are hereby pledged to further secure the Indebtedness, and Lender is
hereby authorized to withdraw and apply such amounts on the indebtedness upon
the occurrence of an Event of Default. Lender shall not be required to pay any
interest or earnings on the reserve funds unless required by law or agreed to by
Lender in writing. Lender does not hold the reserve funds in trust for Grantor,
and Lender is not Grantor's agent for payment of the taxes and assessments
required to be paid by Grantor.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Property or if Grantor fails to
comply with any provision of this Mortgage or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Mortgage or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Property and paying all costs
for Insuring, maintaining and preserving the Property. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of
repayment by Grantor. All such expenses will become a part of the indebtedness
and, at Lender's option, will (A) be payable on demand; (B) be added to the
balance of the Note and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance
policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note's maturity. The Mortgage also
will secure payment of these amounts. Such right shall be in addition to all
other rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of
the Property are a part of this Mortgage:
TITLE. Grantor warrants that: (a) Grantor holds good and marketable
title of record to the Property in fee simple, free and clear of all
liens and encumbrances other than those set forth in the Real Property
description or in any title insurance policy, title report, or final
title opinion issued in favor of, and accepted by, Lender in connection
with this Mortgage, and (b) Grantor has the full right, power, and
authority to execute and deliver this Mortgage to Lender.
DEFENSE OF TITLE. Subject to the exception in the paragraph above,
Grantor warrants and will forever defend the title to the Property
against the lawful claims of all persons. in the event any action or
proceeding is commenced that questions Grantor's title or the interest
of Lender under this Mortgage, Grantor shall defend the action at
Grantor's expense. Grantor may be the nominal party in such proceeding,
but Lender shall be entitled to participate in the proceeding and to be
represented in the proceeding by counsel of Lender's own choice, and
Grantor will deliver, or cause to be delivered, to Lender such
instruments as Lender may request from time to time to permit such
participation.
COMPLIANCE WITH LAWS. Grantor warrants that the Property and Grantor's
use of the Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties, and agreements made by Grantor in this Mortgage shall
survive the execution and delivery of this Mortgage, shall be'
continuing in nature, and shall remain in full force and effect until
such time as Borrower's indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are
a part of this Mortgage:
PROCEEDINGS. If any proceeding in condemnation is filed, Grantor shall
promptly notify Lender in writing, and Grantor shall promptly take such
steps as may be necessary to defend the action and obtain the award.
Grantor may be the nominal party in such proceeding, but Lender shall
be entitled to participate in the proceeding and to be represented in
the proceeding by counsel of its own choice, and Grantor will deliver
or cause to be delivered to Lender such instruments and documentation
as may be requested by Lender from time to time to permit such
participation.
APPLICATION OF NET PROCEEDS. If all or any part of the Property is
condemned by eminent domain proceedings or by any proceeding or
purchase in lieu of condemnation, Lender may at its election require
that all or any portion of the net proceeds of the award be applied to
the indebtedness or the repair or restoration of the Property. The net
proceeds of the award shall mean the award after payment of all
reasonable costs, expenses, and attorneys' fees incurred by Lender in
connection with the condemnation.
IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions relating to governmental taxes, fees and charges are a part of this
Mortgage:
CURRENT TAXES, FEES AND CHARGES. Upon request by Lender, Grantor shall
execute such documents in addition to this Mortgage and take whatever
other action is requested by Lender to perfect and continue Lender's
lien on the Real Property. Grantor shall reimburse Lender for all
taxes, as described below, together with all expenses incurred in
recording, perfecting or continuing this Mortgage, including without
limitation all taxes, fees, documentary stamps, and other charges for
recording or registering this Mortgage.
TAXES. The following shall constitute taxes to which this section
applies: (1) a specific tax upon this type of Mortgage or upon all or
any part of the indebtedness secured by this Mortgage; (2) a specific
tax on Borrower which Borrower is authorized or required to deduct from
payments on the indebtedness secured by this type of Mortgage; (3) a
tax on this type of Mortgage chargeable against the Lender or the
holder of the Note; and (4) a specific tax on all or any portion of the
indebtedness or on payments of principal and interest made by Borrower.
SUBSEQUENT TAXES. If any tax to which this section applies is enacted
subsequent to the date of this Mortgage, this event shall have the same
effect as an Event of Default, and Lender may exercise any or all of
its available remedies for an Event of Default as provided below unless
Grantor either (1) pays the tax before it becomes delinquent, or (2)
contests the tax as provided above in the Taxes and Liens section and
deposits with Lender cash or a sufficient corporate surety bond or
other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to
this Mortgage as a security agreement are a part of this Mortgage:
SECURITY AGREEMENT. This instrument shall constitute a Security
Agreement to the extent any of the Property constitutes fixtures, and
Lender shall have all of the rights of a secured party under the
Uniform Commercial Code as amended from time to time.
SECURITY INTEREST. Upon request by Lender, Grantor shall execute
financing statements and take whatever other action is requested by
Lender to perfect and continue Lender's security interest in the Rents
and Personal Property. in addition to recording this Mortgage in the
real property records, Lender may, at any time and without further
authorization from Grantor, file executed counterparts, copies or
reproductions of this Mortgage as a financing statement. Grantor shall
reimburse Lender for all expenses incurred in perfecting or continuing
this security interest. Upon default, Grantor shall not remove, sever
or detach the Personal Property from the Property. Upon default,
Grantor shall assemble any Personal Property not affixed to the
Property in a manner and at a place reasonably convenient to Grantor
and Lender and make it available to Lender within three (3) days after
receipt of written demand from Lender to the extent permitted by
applicable law.
MORTGAGE
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ADDRESSES. The mailing addresses of Grantor (debtor) and Lender
(secured party) from which information concerning the security interest
granted by this Mortgage may be obtained (each as required by the
Uniform Commercial Code) are as stated on the first page of this
Mortgage.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to
further assurances and attorney-in-fact are a part of this Mortgage:
FURTHER ASSURANCES. At any time, and from time to time, upon request of
Lender, Grantor will make, execute and deliver, or will cause to be
made, executed or delivered, to Lender or to Lender's designee, and
when requested by Lender, cause to be filed, recorded, refiled, or
rerecorded, as the case may be, at such times and in such offices and
places as Lender may deem appropriate, any and all such mortgages,
deeds of trust, security deeds, security agreements, financing
statements, continuation statements, instruments of further assurance,
certificates, and other documents as may, in the sole opinion of
Lender, be necessary or desirable in order to effectuate, complete,
perfect, continue, or preserve (1) Borrower's and Grantor's obligations
under the Note, this Mortgage, and the Related Documents, and (2) the
liens and security interests created by this Mortgage as first and
prior liens on the Property, whether now owned or hereafter acquired by
Grantor. Unless prohibited by law or Lender agrees to the contrary in
writing, Grantor shall reimburse Lender for all costs and expenses
incurred in connection with the matters referred to in this paragraph.
ATTORNEY-IN-FACT. If Grantor fails to do any of the things referred to
in the preceding paragraph, Lender may do so for and in the name of
Grantor and at Grantor's expense. For such purposes, Grantor hereby
irrevocably appoints Lender as Grantor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing
all other things as may be necessary or desirable, in Lender's sole
opinion, to accomplish the matters referred to in the preceding
paragraph.
FULL PERFORMANCE. If Borrower pays all the indebtedness, including without
limitation all future advances, when due, and otherwise performs all the
obligations imposed upon Grantor under this Mortgage, Lender shall execute and
deliver to Grantor a suitable satisfaction of this Mortgage and suitable
statements of termination of any financing statement on file evidencing Lender's
security interest in the Rents and the Personal Property. Grantor will pay, if
permitted by applicable law, any reasonable termination fee as determined by
Lender from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute
an Event of Default under this Mortgage:
PAYMENT DEFAULT. Borrower fails to make any payment when due under the
Indebtedness.
DEFAULT ON OTHER PAYMENTS. Failure of Grantor within the time required
by this Mortgage to make any payment for taxes or insurance, or any
other payment necessary to prevent filing of or to effect discharge of
any lien.
ENVIRONMENTAL DEFAULT. Failure of any parry to comply with or perform
when due any term, obligation, covenant or condition contained in any
environmental agreement executed in connection with the Property.
OTHER DEFAULTS. Borrower or Grantor fails to comply with or to perform
any other term, obligation, covenant or condition contained in this
Mortgage or in any of the Related Documents or to comply with or to
perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower or Grantor.
DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor
default under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower's
or any Grantor's property or Borrower's ability to repay the
indebtedness or Borrower's or Grantor's ability to perform their
respective obligations under this Mortgage or any related document.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or Grantor or on Borrower's or
Grantor's behalf under this Mortgage or the Related Documents is false
or misleading in any material respect, either now or at the time made
or furnished or becomes false or misleading at any time thereafter.
DEFECTIVE COLLATERALIZATION. This Mortgage or any of the Related
Documents ceases to be in full force and effect (including failure of
any collateral document to create a valid and perfected security
interest or lien) at any time and for any reason.
INSOLVENCY. The dissolution or termination of Borrower's or Grantor's
existence as a going business, the insolvency of Borrower or Grantor,
the appointment of a receiver for any part of Borrower's or Grantor's
property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower or Grantor.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or
Grantor or by any governmental agency against any property securing the
Indebtedness. This includes a garnishment of any of Borrower's or
Grantor's accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute
by Borrower or Grantor as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and
if Borrower or Grantor gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond
for the creditor or forfeiture proceeding, in an amount determined by
Lender, in its sole discretion, as being an adequate reserve or bond
for the dispute.
BREACH OF OTHER AGREEMENT. Any breach by Borrower or Grantor under the
terms of any other agreement between Borrower or Grantor and Lender
that is not remedied within any grace period provided therein,
including without limitation any agreement concerning any indebtedness
or other obligation of Borrower or Grantor to Lender, whether existing
now or later.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any guarantor, endorser, surety, or accommodation parry of
any of the indebtedness or any guarantor, endorser, surety, or
accommodation party dies or becomes incompetent, or revokes or disputes
the validity of, or liability under, any Guaranty of the Indebtedness.
ADVERSE CHANGE. A material adverse change occurs in Grantor's
financial condition, or Lender believes the prospect of payment or
performance of the indebtedness is impaired.
INSECURITY. Lender in good faith believes itself insecure.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and
at any time thereafter, Lender, at Lender's option, may exercise any one or more
of the following rights and remedies, in addition to any other rights or
remedies provided by law:
ACCELERATE INDEBTEDNESS. Lender shall have the right at its option
without notice to Grantor to declare the entire indebtedness
immediately due and payable, including any prepayment penalty which
Grantor would be required to pay.
UCC REMEDIES. With respect to all or any part of the Personal Property,
Lender shall have all the rights and remedies of a secured party under
the Uniform Commercial Code.
COLLECT RENTS. Lender shall have the right, without notice to Borrower
or Grantor, to take possession of the Property and collect the Rents,
including amounts past due and unpaid, and apply the net proceeds, over
and above Lender's costs, against the Indebtedness. in furtherance of
this right, Lender may require any tenant or other user of the Property
to make payments of rent or use fees directly to Lender. If the Rents
are collected by Lender, then Grantor irrevocably designates Lender as
Grantor's. attorney-in-fact to endorse instruments received in payment
thereof in the name of Grantor and to negotiate the same and collect
the proceeds. Payments by tenants or other users to Lender in response
to Lender's demand shall satisfy the obligations for which the payments
are made, whether or not any proper grounds for the demand existed.
Lender may exercise its rights under this subparagraph either in
person, by agent, or through a receiver.
APPOINT RECEIVER. Lender shall have the right to have a receiver
appointed to take possession of all or any part of the Property, with
the power to protect and preserve the Property, to operate the Property
preceding foreclosure or sale, and to collect the Rents from the
Property and apply the proceeds, over and above the cost of the
receivership, against the Indebtedness. The receiver may serve without
bond if permitted by law. Lender's right to the appointment of a
receiver shall exist whether or not the apparent value of the Property
exceeds the indebtedness by a substantial amount. Employment by Lender
shall not disqualify a person from serving as a receiver.
JUDICIAL FORECLOSURE. Lender may obtain a judicial decree foreclosing
Grantor's interest in all or any part of the Property.
DEFICIENCY JUDGMENT. If permitted by applicable law, Lender may obtain
a judgment for any deficiency remaining in the indebtedness due to
Lender after application of all amounts received from the exercise of
the rights provided in this section.
TENANCY AT SUFFERANCE. If Grantor remains in possession of the Property
after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor,
Grantor shall become a tenant at sufferance of Lender or the
MORTGAGE
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purchaser of the Property and shall, at Lender's option, either (1) pay
a reasonable rental for the use of the Property, or (2) vacate the
Property immediately upon the demand of Lender.
OTHER REMEDIES. Lender shall have all other rights and remedies
provided in this Mortgage or the Note or available at law or in equity.
SALE OF THE PROPERTY. To the extent permitted by applicable law,
Borrower and Grantor hereby waives any and all right to have the
Property marshalled. in exercising its rights and remedies, Lender
shall be free to sell all or any part of the Property together or
separately, in one sale or by separate sales. Lender shall be entitled
to bid at any public sale on all or any portion of the Property.
NOTICE OF SATE. Lender shall give Grantor reasonable notice of the time
and place of any public sale of the Personal Property or of the time
after which any private sale or other intended disposition of the
Personal Property is to be made. Reasonable notice shall mean notice
given at least ten (10) days before the time of the sale or
disposition. Any sale of the Personal Property may be made in
conjunction with any sale of the Real Property.
ELECTION OF REMEDIES. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor
under this Mortgage, after Grantor's failure to perform, shall not
affect Lender's right to declare a default and exercise its remedies.
Nothing under this Mortgage or otherwise shall be construed so as to
limit or restrict the rights and remedies available to Lender following
an Event of Default, or in any way to limit or restrict the rights and
ability of Lender to proceed directly against Grantor and/or Borrower
and/or against any other co-maker, guarantor, surety or endorser and/or
to proceed against any other collateral directly or indirectly securing
the Indebtedness.
ATTORNEYS' FEES; EXPENSES. If Lender institutes any suit or action to
enforce any of the terms of this Mortgage, Lender shall be entitled to
recover such sum as the court may adjudge reasonable as attorneys' fees
at trial and upon any appeal. Whether or not any court action is
Involved, and to the extent not prohibited by law, all reasonable
expenses Lender incurs that in Lender's opinion are necessary at any
time for the protection of its interest or the enforcement of its
rights shall become a part of the indebtedness payable on demand and
shall bear interest at the Note rate from the date of `the expenditure
until repaid. Expenses covered by this paragraph include, without
limitation, however subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses, whether or not
there is a lawsuit, including attorneys' fees and expenses for
bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or Injunction), appeals, and any anticipated
post-judgment collection services, the cost of searching records,
obtaining title reports (including foreclosure reports), surveyors'
reports, and appraisal fees and title insurance, to the extent
permitted by applicable law. Grantor also will pay any court costs, in
addition to all other sums provided by law.
NOTICES. Any notice required to be given under this Mortgage, including without
limitation any notice of default and any notice of sale shall be given in
writing, and shall be effective when actually delivered, when actually received
by telefacsimile (unless otherwise required by law), when deposited with a
nationally recognized overnight courier, or, if mailed, when deposited in the
United States mail, as first class, certified or registered mail postage
prepaid, directed to the addresses shown near the beginning of this Mortgage.
All copies of notices of foreclosure from the holder of any lien which has
priority over this Mortgage shall be sent to Lender's address, as shown near the
beginning of this Mortgage. Any party may change its address for notices under
this Mortgage by giving formal written notice to the other parties, specifying
that the purpose of the notice is to change the party's address. For notice
purposes, Grantor agrees to keep Lender informed at all times of Grantor's
current address. Unless otherwise provided or required by law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed to be
notice given to all Grantors.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Mortgage:
AMENDMENTS. This Mortgage, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Mortgage. No alteration of or amendment
to this Mortgage shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration
or amendment.
ANNUAL REPORTS. If the Property is used for purposes other than
Grantor's residence, Grantor shall furnish to Lender, upon request, a
certified statement of net operating income received from the Property
during Grantor's previous fiscal year in such form and detail as Lender
shall require. "Net operating income" shall mean all cash receipts from
the Property less all cash expenditures made in connection with the
operation of the Property.
CAPTION HEADINGS. Caption headings in this Mortgage are for convenience
purposes only and are not to be used to interpret or define the
provisions of this Mortgage.
GOVERNING LAW. This Mortgage will be governed by, construed and
enforced in accordance with federal law and the laws of the State of
Ohio. This Mortgage has been accepted by Lender in the State of Ohio.
CHOICE OF VENUE. If there is a lawsuit, Grantor agrees upon Lender's
request to submit to the jurisdiction of the courts of COLUMBIANA
County, State of Ohio.
JOINT AND SEVERAL LIABILITY. All obligations of Borrower and Grantor
under this Mortgage shall be joint and several, and all references to
Grantor shall mean each and every Grantor, and all references to
Borrower shall mean each and every Borrower. This means that each
Borrower and Grantor signing below is responsible for all obligations
in this Mortgage. Where any one or more of the parties is a
corporation, partnership, limited liability company or similar entity,
it is not necessary for Lender to inquire into the powers of any of the
officers, directors, partners, members, or other agents acting or
purporting to act on the entity's behalf, and any obligations made or
created in reliance upon the professed exercise of such powers shall be
guaranteed under this Mortgage.
NO WAIVER BY LENDER. Lender shall not be deemed to have waived any
rights under this Mortgage unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of
this Mortgage. No prior waiver by Lender, nor any course of dealing
between Lender and Grantor, shall constitute a waiver of any of
Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this
Mortgage, the granting of such consent by Lender in any instance shall
not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender.
SEVERABILITY. If a court of competent jurisdiction finds any provision
of this Mortgage to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision
illegal, invalid, or unenforceable as to any other circumstance. If
feasible, the offending provision shall be considered modified so that
it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this
Mortgage. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Mortgage shall not affect
the legality, validity or enforceability of any other provision of this
Mortgage.
MERGER. There shall be no merger of the interest or estate created by
this Mortgage with any other interest or estate in the Property at any
time held by or for the benefit of Lender in any capacity, without the
written consent of Lender.
SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
Mortgage on transfer of Grantor's interest, this Mortgage shall be
binding upon and inure to the benefit of the parties, their successors
and assigns. If ownership of the Property becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with
Grantor's successors with reference to this Mortgage and the
indebtedness by way of forbearance or extension without releasing
Grantor from the obligations of this Mortgage or liability under the
Indebtedness.
TIME IS OF THE ESSENCE. Time is of the essence in the performance of
this Mortgage.
WAIVE JURY. All parties to this Mortgage hereby waive the right to any
jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Mortgage. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Mortgage shall have the meanings
attributed to such terms in the Uniform Commercial Code:
BORROWER. The word "Borrower" means THE OHIO ART COMPANY; and STRYDEL,
INC., and all other persons and entities signing the Note in whatever
capacity.
DEFAULT. The word "Default" means the Default set forth in this
Mortgage in the section titled "Default".
MORTGAGE
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ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
federal and local statutes, regulations and ordinances relating to the
protection of human health or the environment, including without limitation the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 ("XXXX"), the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other
applicable state or federal laws, rules, or regulations adopted pursuant
thereto.
EVENT OF DEFAULT. The words "Event of Default" mean any of the events of default
set forth in this Mortgage in the events of default section of this Mortgage.
GRANTOR. The word "Grantor" means STRYDEL, INC..
GUARANTY. The word "Guaranty" means the guaranty from guarantor, endorser,
surety, or accommodation party to Lender, including without limitation a
guaranty of all or part of the Note.
HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials that,
because of their quantity, concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health
or the environment when improperly used, treated, stored, disposed of,
generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation
any and all hazardous or toxic substances, materials or waste as defined by or
listed under the Environmental Laws. The term "Hazardous Substances" also
includes, without limitation, petroleum and petroleum by-products or any
fraction thereof and asbestos.
IMPROVEMENTS. The word "Improvements" means all existing and future
improvements, buildings, structures, mobile homes affixed on the Real Property,
facilities, additions, replacements and other construction on the Real Property.
INDEBTEDNESS. The word "Indebtedness" means all principal, interest, and other
amounts, costs and expenses payable under the Note or Related Documents,
together with all renewals of, extensions of, modifications of, consolidations
of and substitutions for the Note or Related Documents and any amounts expended
or advanced by Lender to discharge Grantor's obligations or expenses incurred by
Lender to enforce Grantor's obligations under this Mortgage, together with
interest on such amounts as provided in this Mortgage.
LENDER. The word "Lender" means SKY BANK, its successors and assigns.
MORTGAGE. The word "Mortgage" means this Mortgage between Grantor and Lender.
NOTE. The word "Note" means the promissory note dated August 1, 2002, in the
original principal amount of $2,500,000.00 from Borrower to Lender, together
with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the promissory note or agreement.
PERSONAL PROPERTY. The words "Personal Property" mean all equipment, fixtures,
and other articles of personal property now or hereafter owned by Grantor, and
now or hereafter attached or affixed to the Real Property; together with all
accessions, parts, and additions to, all replacements of, and all substitutions
for, any of such property; and together with all proceeds (including without
limitation all insurance proceeds and refunds of premiums) from any sale or
other disposition of the Property.
PROPERTY. The word "Property" means collectively the Real Property and the
Personal Property.
REAL PROPERTY. The words "Real Property" mean the real property, interests and
rights, as further described in this Mortgage.
RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes,
credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Indebtedness.
RENTS. The word "Rents" means all present and future rents, revenues, income,
issues, profits, and other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND
GRANTOR AGREES TO ITS TERMS.
GRANTOR:
STRYDEL, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------------
Xxxxx X. Xxxxxx, CFO/Treasurer of STRYDEL, INC.
Signed, acknowledged and delivered in the presence of:
X /s/ Xxxxxx X. Xxxxxx
---------------------------------------------------
Witness
X /s/ Xxxxx X. Xxxxxxx
---------------------------------------------------
Witness
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This instrument was prepared by K I XXXXXX, SKY BANK,
000 XXXXXXX XXX, XXXXXX, XX 00000.
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MORTGAGE
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CORPORATE ACKNOWLEDGMENT
STATE OF OHIO )
) SS
COUNTY OF XXXXXXXX )
On this 1st day of August , 20 02 , before me, the undersigned Notary Public,
personally appeared XXXXX X XXXXXX, CFO/Treasurer of STRYDEL, INC., and known to
me to be an authorized agent of the corporation that executed the Hazardous
Substances Agreement and acknowledged before me the Agreement to be the free and
voluntary act and deed of the corporation, by authority of its Bylaws or by
resolution of its board of directors, for the uses and purposes therein
mentioned, and on oath stated that he or she is authorized to execute this
Agreement and in fact executed the Agreement on behalf of the corporation.
By /s/ Xxxxx X. Xxxxxxx Resident at Xxxxxxxx
Notary Public in and for the State of Ohio My commission expires
XXXXX X. XXXXXXX
Notary Public - State of Ohio
My Commission Expires Feb. 28, 2006
--------------------------------------------------------------------------------
SATISFACTION AND DISCHARGE OF MORTGAGE (TO
BE USED ONLY WHEN OBLIGATIONS HAVE BEEN PAID IN FULL)
___________________, Ohio ____________, 20_____
The conditions and obligations of this Mortgage have been complied with, and
therefore this Mortgage is hereby satisfied and discharged.
Attest: SKY BANK
By:
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EXHIBIT "A"
Description of Real Estate
Strydel, Inc.
Parcel 1:
Situated formerly in the Township of Springfield, now in the Village of Stryker,
County of Xxxxxxxx and State of Ohio, and described as follows:
A parcel of land in the Northeast quarter of Section 5 in Town 6 North of Range
4 East, and more particularly described as follows:
Beginning at a point where the Grantors' North property line intersects the East
line of the Northeast quarter of said Section 5; said point of beginning being
1,591.28 feet South of the Northeast corner of said Northeast quarter; thence
North 88 degrees 25 minutes West along Grantors' North property line a distance
of 502.42 feet to a point; thence South, parallel to the East line of said
Northeast quarter, a distance of 100 feet to a point; thence South 88 degrees 25
minutes East, parallel to Grantors' North property line, a distance of 502.42
feet to the East line of said Northeast quarter; thence North along the East
line of said Northeast quarter a distance of 100 feet to the point of beginning,
containing 1.153 acres of land, more or less. Subject to legal highways.
Parcel 2:
Situated formerly in the Township of Springfield, now in the Village of Stryker,
County of Xxxxxxxx and State of Ohio, and described as follows:
Commencing at a point on the east line of Section 5, township 6 north, range 4
east, 1,591.28 feet south of the northeast corner of said Section 5; thence
running North 0(degree)54' East a distance of 418.5 feet; thence running North
88(degree)43' West, a distance of 502.42 feet; thence running South 0(degree)54'
West a distance of 418.5 feet; thence running east 0(degree) a distance of
502.42 feet to the point of beginning. Subject to legal highways.
Parcel 3:
Situated formerly in the Township of Springfield, now in the Village- of
Stryker, County of Xxxxxxxx and State of Ohio, and described as follows:
Known as and being the north two (2) acres of Outlot Number Fifty-five (55) in
Xxxxx Xxxxx'x Addition in the Northwest Quarter (1/4) of Section Four (4),
Township Six (6) North, Range Four (degree) (4) East in said Township, County
and State. Subject to legal highways.
Said parcel is also described as being the north two (2) acres of Tract Three
(3) in the Northwest Quarter (1/4) of Section Four (4), Township Six (6) North,
Range Four (4) East in said Township, County and State.
Parcel 4:
Situated formerly in the Township of Springfield, now in the Village of Stryker,
County of Xxxxxxxx and State of Ohio, and described as follows:
A parcel of land being Outlots 52, 53 and 54 in Xxxxx Xxxxx'x Addition in the
Northwest quarter of Section 4, Town 6 North, Range 4 East, formerly in
Springfield Township, now in the Village of Stryker, Xxxxxxxx County, Ohio.
Subject to legal highways.
This parcel of land is also known as Tract 2 in the Auditor's Plat of Section 4.
The parcel of land contains 6.5 acres of land.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED TWO PARCELS CONVEYED TO THE VILLAGE
OF STRYKER:
Parcel A:
Situated in the Township of Springfield, County of Xxxxxxxx and State
of Ohio, and described as follows:
Known as and being a strip of land 57.84 feet in width off the entire east side
of the following described parcels:
A parcel of land known as and being Outlots fifty-two (52), and fifty-four (54),
in Xxxxx Xxxxx'x Addition in the Northwest Quarter (1/4) of Section 0, Xxxx 0
Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxxx Township. This parcel is also known as Tract
Number Two (2) in the Auditor's Plat of Section 4 of Springfield Township; also
known as and being the north two (2) acres of Outlot Number fifty-five (55) in
Xxxxx Xxxxx'x Addition in the Northwest Quarter (1/4) of Section 4, Town 6
North, Range 4 East, Springfield Township. Said parcel is also described as
being the north two (2) acres of Tract Three (3) in the Northwest Quarter (1/4)
of Section 4 of Springfield Township.
Parcel B:
Situated in the Township of Springfield, County of Xxxxxxxx in the State of Ohio
and described as follows:
Known as and being a strip fifteen (15) feet in width across the northern edge
of the following described property: A parcel of land known as and being Outlots
fifty-two (52), fifty-three (53), and fifty-four (54) in Xxxxx Xxxxx'x Addition
in the Northwest Quarter (1/4) of Section 4, Town 6 North, Range 4 East, in
Springfield Township.
The above parcel is also known as Tract Number Two (2) in the Auditor's
Plat for Section 4 of Springfield Township.
ADDENDUM TO OPEN-END MORTGAGE
This Addendum shall be incorporated into said Open-end Mortgage, where
indicated, as if fully restated therein.
The Paragraph titled DEFINITIONS, the following subparagraph titled "Personal
Property" is amended in full as follows:
"The words "Personal Property" mean all equipment, fixtures, and other
articles of personal property now or hereafter owned by Grantor, and
now or hereafter attached or affixed to the Real Property and necessary
for the operation of the Real Property; together with all accessions,
parts, and additions to, all replacements, of and all substitutions
for, any of such property; and together with all proceeds (including
without limitation all insurance proceeds and refunds of premiums) from
any sale of other disposition of the Property."
Sky Bank The Ohio Art Company
By: /s/ Xxxxxx X. XXxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Area President Xxxxx X. Xxxxxx, CFO/Treasurer
of the Ohio Art Company
Effective: August l, 2002
Strydel, Inc.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, CFO/Treasurer
of Strydel, Inc.
Effective: August 1, 2002
