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Exhibit 10.46
MORTGAGE REGISTRY TAX DUE HEREON:
$1,150.00
THIS INDENTURE, Made this 20th day of November, 1995, between Xxxxxxxx
X. Xxxxxxx, a single person, Mortgagor (whether one or more), and ValueVision
International, Inc., 0000 Xxxxx Xxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 a
corporation under the laws of Minnesota, Mortgagee,
WITNESSETH, That the Mortgagor, in consideration of the sum of Five
Hundred Thousand and no/100 ($500,000.00) DOLLARS, to the Mortgagor in hand paid
by the Mortgagee, the receipt whereof is hereby acknowledged, does hereby convey
unto the Mortgagee, Forever, all of the land located in the County of Hennepin,
and State of Minnesota, described as follows:
Xxx 0, Xxxxx 0, Xxxxxxxx Xxxxxx
together with all hereditaments and appurtenances belonging thereto (the
Property).
TO HAVE AND TO HOLD THE SAME, to the Mortgagee forever. The Mortgagor
covenants with Mortgagee as follows: That Mortgagor is lawfully seized of the
Property and has good right to convey the same; that the Property is free from
all encumbrances, except as follows: a mortgage in favor of First Bank, National
Association in the principal amount of $200,000.00; that the Mortgagee shall
quietly enjoy and posses the same; and that the Mortgagor will Warrant and
Defend the title to the same against all lawful claims not hereinbefore
specifically excepted.
PROVIDED, NEVERTHELESS; That if the Mortgagor shall pay to the
Mortgagee the sum of Five Hundred Thousand and no/100 ($500,000.00) DOLLARS,
according to the terms of a promissory note of even date herewith (the Note),
the final payment being due and payable on November 20, 1996 with interest at
the rate of 5-7/8 percent per annum, and shall repay to the Mortgagee, at the
times and with interest as specified, all sums advanced in protecting the lien
of this Mortgage, in payment of taxes on the Property, insurance premiums
covering buildings thereon, principal or interest on any prior liens, expenses
and attorney's fees herein provided for and sums advanced for any other purpose
authorized herein, and shall keep and perform all the covenants and agreements
herein contained, then this Mortgage shall be null and void, and shall be
released at the Mortgagor's expense.
AND THE MORTGAGOR covenants with the Mortgagee as follows:
1. to pay the principal sum of money and interest as specified in the
Note;
2. to pay all taxes and assessments now due or that may hereafter become
liens against the Property before penalty attaches thereto;
3. to keep all buildings, improvements and fixtures now or later located
on or a part of the Property insured against loss by fire, extended
coverage perils, vandalism, malicious mischief and, if applicable,
steam boiler explosion, for at least the amount of full replacement
value at all times while any amount remains unpaid under this Mortgage.
If any of the buildings, improvements or fixtures are located in a
federally designated flood prone area, and if flood insurance is
available for that area, Mortgagor shall procure and maintain flood
insurance in amounts reasonably satisfactory to the Mortgagee. Each
insurance policy shall contain a loss payable clause in favor of the
Mortgagee affording all rights and privileges customarily provided
under the so-called standard mortgage clause. In the event of damage to
the Property by fire or other casualty, the Mortgagor shall promptly
give notice of such damage to the Mortgagee and the insurance company.
The insurance shall be issued by an insurance
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company or companies licensed to do business in the State of Minnesota
and acceptable to the Mortgagee. The insurance policies shall provide
for not less than ten days written notice to the Mortgagee before
cancellation, non-renewal, termination, or change in coverage, and the
Mortgagor shall deliver to the Mortgagee a duplicate original or
certificate of such insurance policies.
4. to pay, when due, both principal and interest of all prior liens or
encumbrances, if any, and to keep the Property free and clear of all
other prior liens or encumbrances;
5. to commit or permit no waste on the Property and to keep it in good
repair;
6. to complete forthwith any improvements which may hereafter be under
course of construction on the Property, and;
7. to pay any other expenses and attorney's fees incurred by the Mortgagee
by reason of litigation with any third party for the protection of the
lien of this Mortgage.
In case of failure to pay said taxes and assessments, prior liens or
encumbrances, expenses and attorney's fees as above specified, or to insure said
buildings, improvements, and fixtures and deliver the policies as aforesaid, the
Mortgagee may pay such taxes, assessments, prior liens, expenses and attorney's
fees and interest thereon, or obtain such insurance, and the sums so paid shall
bear interest from the date of such payment at the same rate set forth in the
Note, and shall be impressed as an additional lien upon the Property and be
immediately due and payable from the Mortgagor to the Mortgagee and this
Mortgage shall from date thereof secure the repayment of such advances with
interest.
In case of default in any of the foregoing covenants, the Mortgagor
confers upon the Mortgagee the option of declaring the unpaid balance of the
Note and the interest accrued thereon, together with all sums advanced
hereunder, immediately due and payable without notice, and hereby authorizes and
empowers the Mortgagee to foreclose this Mortgage by judicial proceedings or to
sell the Property at public auction and convey the same to the purchaser in fee
simple in accordance with the statute, and out of the moneys arising from such
sale to retain all sums secured hereby, with interest and all legal costs and
charges of such foreclosure and the maximum attorney's fee permitted by law,
which costs, charges and fees the Mortgagor herein agrees to pay.
The Mortgagor and the Mortgagee further covenant and agree as follows:
1. Mortgagor shall be furnished a conformed copy of the Note and of this
Mortgage at the time of execution or after recordation hereof.
2. Upon default of any covenant or agreement by Mortgagor under the terms
of the Note or this Mortgage, Mortgagee prior to foreclosure shall mail
notice to Mortgagor as provided herein specifying: (a) the nature of
the default by the Mortgagor; (b) the action required to cure such
default; (c) a date, not less than thirty (30) days from the date the
notice is mailed to Mortgagor by which such default must be cured; and
(d) that failure to cure such default on or before the date specified
in the notice may result in acceleration of the sums secured by this
Mortgage and sale of the Property. The notice shall further inform
Mortgagor of the right to reinstate after acceleration and the right to
bring a court action to assert the non-existence of a default or any
other defense of the Mortgagor to acceleration and sale.
3. In addition to any notice required under applicable law to be given to
another manner, (a) any notice to the Mortgagor provided for in this
Mortgage shall be given by mailing such notice by certified mail
addressed to the Mortgagor at the Property address or at such other
address as the Mortgagor may designate by notice in writing to the
Mortgagee as provided herein, and (b) any notice to the Mortgagee shall
be given by certified mail, return receipt requested, to Mortgagee at
the following address: 0000 Xxxxx Xxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx
00000-0000, Attention: Xxxxxx X.
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Romenesko or to such other address as Mortgagee may designate by notice
in writing to the Mortgagor as provided herein. Any notice provided for
in this Mortgage shall be deemed to have been given to Mortgagor or
Mortgagee when given in the manner designated herein.
The terms of this Mortgage shall run with the Property and bind the
parties hereto and their successors in interest.
IN TESTIMONY WHEREOF, the Mortgagor has hereunto set its hand the day
and year first above written.
MORTGAGOR
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxxx
State of Minnesota )
)ss
County of Hennepin )
The foregoing instrument was acknowledged before me this day of November,
1995, by Xxxxxxxx X. Xxxxxxx, a single person.
/s/ Xxxxxxx X. Xxxxxxxx
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Signature of Notary Public or Other Official
This Instrument was Drafted by (Name and Address):
XXXXXX XXXXXXX XXXXXX & BRAND
a Professional Limited Liability Partnership
0000 Xxxxxxx Xxxxxx
00 X. 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
FAILURE TO RECORD OR FILE THIS
MORTGAGE MAY GIVE OTHER PARTIES PRIORITY
OVER THIS MORTGAGE.
