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EXHIBIT 10.6
PENNSYLVANIA FORM
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS, dated
as of March 24, 1997 by KEY PLASTICS, INC., a Michigan corporation, whose
address is 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000 (the
"Mortgagor"), to NBD BANK, a Michigan banking corporation, whose address is 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Mortgagee"), as agent for the
benefit of itself and the lenders (the "Lenders") which are parties to the
Credit Agreement defined below.
RECITALS:
A. The Mortgagor has entered into a Credit Agreement dated as of March 24,
1997 (as amended or modified from time to time, including any agreement entered
into in substitution therefor, the "Credit Agreement") pursuant to which the
Lenders agreed, subject to the terms and conditions thereof, to extend credit
to the Mortgagor up to a maximum principal amount outstanding at any time equal
to One Hundred and Forty Million and No/100 Dollars ($140,000.000.00) maturing
on or before September 24, 2004, as such date may be extended by agreement of
the parties to the Credit Agreement.
B. As a condition to the effectiveness of the obligations of the Mortgagee
and the Lenders under the Credit Agreement, the Mortgagor is obligated, among
other things, to xxxxx x xxxx on the mortgaged premises hereinafter described.
WITNESSETH:
NOW, THEREFORE, to secure (a) the prompt and complete payment of all
Indebtedness and other obligations of the Mortgagor or any Subsidiary now or
hereafter owing to the Lenders or the Mortgagee under or on account of the
Credit Agreement, any Security Document or any letters or credit, notes or
other instruments issued to the Mortgagee or the Lenders pursuant thereto, (b)
the performance of the covenants under the Credit Agreement and the Security
Documents and any monies expended by any Lender or the Mortgagee in connection
therewith, and (c) the prompt and complete payment of all obligations and
performance of all covenants of the Mortgagor or any Subsidiary in connection
with Swaps relating to Indebtedness under the Loan Documents (including any
interest accruing subsequent to any petition filed by or against the Mortgagor
or any Subsidiary under the U.S. Bankruptcy Code, whether or not allowed),
indemnity and reimbursement obligations, charges, expenses, fees, reasonable
attorneys' fees and disbursements and any other amounts owing thereunder (all
of the aforesaid Indebtedness,
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obligations and liabilities of the Mortgagor and its Subsidiaries being herein
called the "Mortgage Indebtedness" and this Mortgage and all of the other
documents, agreements and instruments among the Mortgagor, the Subsidiaries,
the Lenders, the Mortgagee or any of them, evidencing or securing the repayment
of, or otherwise pertaining to, the Mortgage Indebtedness, including without
limitation the Credit Agreement, the Notes and the Security Documents, being
herein collectively called the "Loan Documents"), the Mortgagor does hereby
GRANT, BARGAIN, SELL, CONVEY, MORTGAGE and WARRANT unto the Mortgagee, and its
successors and assigns, the following described property (the "Mortgaged
Premises"):
(A) the land situated in the Township of Manchester or the Borough of
Winterstown, both in the County of York and Commonwealth of Pennsylvania, more
specifically described in Exhibit A hereto (the "Land");
(B) all easements, rights-of-way, licenses and privileges, thereunto
belonging or in anywise appertaining to the Land, including without limitation
all Mortgagor's right, title and interest in and to those easements,
rights-of-way, licenses and privileges described in Exhibit A hereto, if any;
(C) all buildings and improvements now or hereafter situated upon the Land
or any part thereof;
(D) to the extent, if any, of Mortgagor's interests thereon, all minerals,
royalties, gas rights, water, water rights, water stock, flowers, shrubs, lawn
plants, crops, trees, timber and other emblements now or hereafter located on,
under or above all or any part of the Land, subject to coal, oil, gas, mineral
and mining rights as set forth in prior instruments of record, and rights of
way, easements, restrictions, reservations and exceptions as set forth in prior
instruments of record;
(E) all and singular the tenements, hereditament and appurtenances
belonging or in anywise appertaining to the Land, and the reversion or
reversions, remainder and remainders thereof; and also all the estate, right,
title, interest, property, claim and demand whatsoever of Mortgagor, of, in and
to the same and of, in and to every part and parcel thereof;
(F) all the rents, issues and profits thereof under present or future
leases, or otherwise, which are hereby specifically assigned, transferred and
set over to Mortgagee, including, but not limited to, all cash or securities
deposited under any such leases to secure performance by the tenants of their
obligations thereunder, whether said cash or securities are to be held until
the expiration of the terms of such leases or applied to one or more of the
installments of rent coming due thereunder;
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(G) all right, title and interest of Mortgagor, if any, in and to the land
lying in the bed of any street, road, avenue, alley or walkway, opened or
proposed or vacated, or any strip or xxxx, in front of or adjoining the Land;
(H) all machinery, apparatus, equipment, fittings, fixtures, and articles
of personal property of every kind and nature whatsoever, other than consumable
goods, now or hereafter located in or upon the Land or any part thereof and
used or useable in connection with any present or future operation of the Land
or any building or buildings now or hereafter on the Land and now owned or
hereafter acquired by Mortgagor (all of which is herein called "Equipment"),
including, but without limiting the generality of the foregoing, all lighting,
heating, cooling, ventilating, air-conditioning, incinerating, refrigerating,
plumbing, sprinkling, communicating and electrical systems, and the machinery,
appliances, fixtures and equipment pertaining thereto, it being understood and
agreed that all Equipment is part and parcel of the Land and appropriated to
the use of said real estate and, whether affixed or annexed or not, shall for
the purposes of this Mortgage, unless Mortgagee shall otherwise elect, be
deemed conclusively to be real estate and mortgaged hereby; and
(I) any and all awards or payments, including interest thereon, and the
right to receive the same, which may be made with respect to the Land and are
or will be payable to Mortgagor as a result of (a) the exercise of the right of
eminent domain, (b) the alteration of the grade of any street, (c) any loss of
or damage to any building or other improvement on the Land, (d) any other
injury to or decrease in the value of the Land or (e) any refund due on account
of the payment of real estate taxes, assessments or other charges levied
against or imposed upon the Land, to the extent of all amounts which may be
secured by this Mortgage at the date of receipt of any such award or payment by
Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred
by Mortgagee in connection with the collection of such award or payment,
Mortgagor hereby agreeing to execute and deliver, from time to time, such
further instruments as may be reasonably requested by Mortgagee to confirm such
assignment to Mortgagee of any such award or payment.
TO HAVE AND TO HOLD the Mortgaged Premises, and each and every part
thereof, unto Mortgagee and its successors and assigns forever. Any reference
herein to the "Mortgaged Premises" shall, unless the context shall require
otherwise, be deemed to include and apply to the above described Land and said
buildings, improvements, Equipment, rents, issues, profits, leases, easements,
tenements, hereditament and appurtenances and all other rights, privileges and
interests hereinabove described.
SUBJECT only to those matters set forth in Exhibit B hereto ("Permitted
Encumbrances").
THIS MORTGAGE is an "Open-End Mortgage" as set forth in 42 Pa.C.S.A.
Section 8143 and secures obligations up to a maximum principal amount of
indebtedness outstanding at any time equal to One Hundred and Forty Million and
No/100 Dollars ($140,000,000.00), plus accrued and unpaid interest, including
future advances under the Credit Agreement, any Security Document or any
letters of credit, notes or other instruments issued to the Mortgagee or the
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
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Lenders pursuant thereto, including advances for the payment of taxes and
municipal assessments, maintenance charges, insurance premiums, costs incurred
for the protection of the Mortgaged Premises or the lien of this Mortgage,
expenses incurred by the Mortgagee by reason of default by the Mortgagor under
this Mortgage and advances for any other purpose, together with all other sums
hereunder or secured hereby. All notices to the Mortgagee pursuant to 42
Pa.C.S.A. Section 8143 shall be given personally or by certified mail, return
receipt requested, to the Mortgagee at the address first set forth above.
AND Mortgagor does hereby covenant and warrant as follows:
1. Payment of Mortgage Indebtedness; Performance of Agreements. The
Mortgagor shall pay the principal of and interest on the Mortgage Indebtedness
according to the terms thereof, and will keep and perform all the covenants,
promises and agreements on its part to be performed in any and all Loan
Documents, all in the manner herein or therein set forth.
2. Covenants of Title. The Mortgagor has good and indefeasible title to
the Land in fee simple and has good and indefeasible title to the entire
Mortgaged Premises and with good right and full power to sell, mortgage and
convey the Mortgaged Premises, the Mortgaged Premises are free and clear of
liens and encumbrances except Permitted Encumbrances, whether presently
existing or which may hereafter be created in accordance with the terms hereof,
and Mortgagor will warrant and defend the Mortgaged Premises against all lawful
claims and demands whatsoever. The Mortgagee shall have the right, at its
option and at such time or times as it, in its sole discretion, shall deem
reasonably necessary, to take whatever action it may reasonably deem necessary
to defend or uphold the lien of this Mortgage or otherwise enforce any of the
rights of Mortgagee hereunder or any obligation secured hereby, including
without limitation, the right to institute appropriate legal proceedings for
such purposes.
3. Payment of Taxes, Assessments and Charges. The Mortgagor shall pay
when due, and before any interest, collection fees or penalties shall accrue,
all real estate taxes, special assessments, water and sewer charges or other
governmental charges and impositions levied or assessed with respect to the
Mortgaged Premises or any part thereof except to the extent that payment of any
of the foregoing is then being contested in good faith by appropriate legal
proceedings and with respect to which adequate financial reserves have been
established on the books and records of the Mortgagor. Should Mortgagor fail
to so pay such taxes, special assessments, water and sewer charges or other
governmental charges or impositions or establish such adequate financial
reserves, Mortgagee may, at its option, pay the same for the account of
Mortgagor.
4. Reserves for Taxes and Insurance Premiums. Upon the occurrence of any
Event of Default, Mortgagor shall pay to Mortgagee upon the request of
Mortgagee, installments of principal and interest, and in addition thereto,
installments of the taxes and assessments levied or to be levied upon the
Mortgaged Premises, and installments of the premiums that will become
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
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due and payable to renew the insurance hereinafter provided, said installments
to be substantially equal and to be in such amount as will assure to Mortgagee
that not less than 30 days before the time when such taxes and premiums,
respectively, become due Mortgagor will have paid to Mortgagee a sufficient
amount to pay the same in full. Said amounts paid to Mortgagee hereunder need
not be segregated nor kept in a separate fund, and no interest shall be payable
thereon. Said amounts shall be held by Mortgagee as additional security for
the Mortgage Indebtedness and, except as provided in the following sentence, be
applied to the payment of said taxes and assessments when the same become due
and payable. Mortgagee may, at its option, but without any obligation on its
part so to do, apply said amounts upon said taxes and assessments or insurance
premiums or toward the payment of the Mortgage Indebtedness or any portion
thereof, whether or not then due or payable. The Mortgagee shall endeavor to
notify the Mortgagor of how such amounts were applied, provided, however, that
the failure to give such notice shall not affect Mortgagee's rights under this
Mortgage.
Upon an assignment of the Mortgage, Mortgagee shall have the right to pay
over the balance of such deposits in its possession to the assignee and
Mortgagee shall thereupon be completely released from all liability with
respect to such deposits and Mortgagor or owner of the Mortgaged Premises shall
look solely to the assignee or transferee in reference thereto. This provision
shall apply to every transfer of such deposits to a new assignee. Upon full
payment and satisfaction of the Mortgage Indebtedness or at any prior time upon
the election of Mortgagee, the balance of the unapplied deposits in its
possession shall be paid over to the record owner of the Mortgaged Premises and
no other party shall have any right or claim thereto in any event, provided
that in the event of a foreclosure of the Mortgaged Premises, the purchaser at
such foreclosure shall have the right to receive such unapplied deposits. The
Mortgagor agrees, at Mortgagee's request, to deliver the aforesaid deposits to
such service or financial institution as Mortgagee shall from time to time
designate.
5. Payment of Other Obligations. The Mortgagor shall also pay any and all
other obligations, liabilities or debts which may become liens, security
interests, or encumbrances upon or charges against the Mortgaged Premises for
any repairs or improvements that are now completed or are in progress or which
may hereafter be made thereon, or for any other goods, services, or utilities
furnished to the Mortgaged Premises, and shall not permit any lien, security
interest, encumbrance or charge of any kind securing the repayment of borrowed
funds (including the deferred purchase price for any property) to accrue and
remain outstanding against the Mortgaged Premises or any part thereof, or any
improvements thereon other than Permitted Encumbrances, if any, except to the
extent that payment of any of the foregoing is then being contested in good
faith by appropriate legal proceedings and with respect to which adequate
financial reserves have been established on the books and records of the
Mortgagor.
6. Maintenance and Repair; Compliance with Laws; Inspection. The
Mortgagor will keep the Land and all the improvements thereon in good order and
repair, and Mortgagor expressly agrees that it will not do or permit waste on
the Land nor do any other act whereby the
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
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Mortgaged Premises will become less valuable or the lien hereof may be
impaired. Should Mortgagor fail to effect the necessary repairs and such
failure shall remain unremedied for 20 calendar days after written notice
thereof shall have been given to the Mortgagor by the Mortgagee, Mortgagee may
at its option make such repairs for the account of Mortgagor. The Mortgagor
will promptly comply, and cause the Mortgaged Premises and the occupants or
users thereof to comply, with all present and future laws, ordinances, orders,
rules and regulations and other requirements of any governmental authority
affecting the Mortgaged Premises or any part thereof or the use or occupancy
thereof and with all instruments and documents of record or otherwise affecting
the Mortgaged Premises, or any part thereof, or the use or occupancy thereof.
The Mortgagee, and any person authorized by Mortgagee, shall have the right to
enter upon and inspect the Mortgaged Premises at all reasonable times and with
reasonable notice.
7. Insurance. (a) The Mortgagor shall keep the buildings and other
improvements on the Land, or which may hereafter be erected thereon, constantly
insured for the benefit of Mortgagee with such company or companies as may be
reasonably acceptable to Mortgagee and in an amount reasonably satisfactory to
Mortgagee, which amount shall not be less than 100% of the then full
replacement cost of such building and improvements (exclusive of excavations,
foundations and footings), which policies shall be without deduction for
depreciation and be subject to the payment of a deductible not in excess of an
amount reasonably satisfactory to Mortgagee, until the Mortgage Indebtedness
and all interest thereon and all of the amounts due hereunder are fully paid,
against fire and such other hazards and risks customarily covered by the
standard form of "extended coverage" endorsements available in the Commonwealth
of Pennsylvania, and shall further provide flood insurance (if the Mortgaged
Premises are situated in an area designated as a flood hazard area by the
Director of the Federal Emergency Management Agency or as otherwise required by
the Flood Disaster Protection Act of 1973 and regulations issued thereunder),
rent insurance in an amount not less than one year's gross rent derived from
the Mortgaged Premises, and such other appropriate insurance as Mortgagee may
reasonably require from time to time. All such policies shall include standard
mortgagee clauses in favor of Mortgagee and shall provide that the proceeds
thereof shall be paid to Mortgagee, all as may be satisfactory to Mortgagee.
During any construction, repair or restoration of the buildings and other
improvements on the Mortgaged Premises, Mortgagor shall carry or cause to be
carried builder's risk insurance which names Mortgagee as a loss payee as its
interests may appear. The Mortgagor shall also carry comprehensive general or
public liability insurance with reference to the Mortgaged Premises, which
names Mortgagee as an additional insured. All such policies shall provide that
the same may not be canceled or terminated without giving Mortgagee at least 30
days' prior written notice of such cancellation or termination.
(b) The Mortgagor shall deliver to Mortgagee at its principal office
aforesaid or at such other place as may be designated by the holder hereof such
insurance policies or, if Mortgagee consents, certificates evidencing such
policies. Renewals thereof shall likewise be delivered to Mortgagee at least 15
days before the expiration of any existing policies. Should Mortgagor fail to
insure or fail to pay the premiums on any such insurance or fail to deliver the
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
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policies or renewals thereof as provided above, Mortgagee at its option may
have such insurance written or renewed and pay the premiums thereon for the
account of Mortgagor.
(c) In the event of loss or damage, the proceeds of said property and
builders' risk insurance on the buildings and improvements shall be paid to
Mortgagee alone. No such loss or damage shall itself reduce the Mortgage
Indebtedness. The Mortgagee is authorized to adjust and compromise such loss
without the consent of Mortgagor, to collect, receive and receipt for such
proceeds in the name of Mortgagee and Mortgagor and to endorse Mortgagor's name
upon any check in payment thereof. Such proceeds shall be applied first toward
reimbursement of all costs and expenses of Mortgagee in collecting said proceeds
and then toward payment of the Mortgage Indebtedness or any portion thereof,
whether or not then due or payable, or Mortgagee at its option may apply said
insurance proceeds, or any part thereof, to the repair or rebuilding of the
Mortgaged Premises. No such application of proceeds by Mortgagee toward payment
of the Mortgage Indebtedness shall reduce the amount of the payments required to
be made on the Mortgage Indebtedness in accordance with its terms.
(d) In the event of a foreclosure of this Mortgage, the purchaser of
the Mortgaged Premises shall succeed to all of the rights of Mortgagor under
said insurance policies payable to Mortgagee, including any right to unearned
premiums and the right to receive the proceeds of any insurance payable by
reason of any loss theretofore or thereafter occurring.
8. Eminent Domain. Notwithstanding any taking under the power of eminent
domain, alteration of the grade of any street, or other injury to or decrease
in value of the Mortgaged Premises by any public or quasi-public authority or
corporation, Mortgagor shall continue to pay the Mortgage Indebtedness in
accordance with the terms of the Notes, and any reduction in the principal sum
resulting from the application by Mortgagee of such award or payment as
hereinafter set forth shall be deemed to take effect only upon the receipt by
Mortgagee of such award. The Mortgagor hereby assigns the entire proceeds of
any award or payment to Mortgagee. The Mortgagee is authorized to commence,
appear in and prosecute, in its own or in Mortgagor's name, any action or
proceeding relating to any such taking, and to settle or compromise any claim
in connection therewith. Such proceeds shall be applied first toward
reimbursement of all costs and expenses of Mortgagee in collecting said
proceeds and then toward payment of the Mortgage Indebtedness or any portion
thereof, whether or not then due or payable, or Mortgagee at its option may
apply said proceeds, or any part thereof, to the alteration, restoration or
rebuilding of the Mortgaged Premises. No such application of proceeds by
Mortgagee toward payment of the Mortgage Indebtedness shall reduce the amount
of the payments required to be made on the Mortgage Indebtedness in accordance
with its terms.
9. Waste. The failure of Mortgagor to pay any taxes or assessments
assessed against the Mortgaged Premises, or any installment thereof, or any
premiums payable with respect to any insurance policy covering the Mortgaged
Premises, shall constitute waste.
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10. Reimbursement of Advances by Mortgagee. The Mortgagor shall pay to
Mortgagee, upon demand, all sums expended by Mortgagee, or by a receiver
appointed at the request of Mortgagee, unless such sums shall be paid out of
the rents, income and profits from the Mortgaged Premises, (a) to pay insurance
premiums, taxes, assessments, water and sewer charges and other governmental
charges and impositions with respect to the Mortgaged Premises, (b) to
maintain, repair or improve the Mortgaged Premises, (c) to defend the lien of
this Mortgage as a lien against the Mortgaged Premises subject only to the
Permitted Encumbrances hereinabove expressly set forth, (d) to discharge any
lien or encumbrance affecting the Mortgaged Premises other than Permitted
Encumbrances, (e) to cure any default of Mortgagor under any lease or other
agreement covering the Mortgaged Premises, (f) to cure any default of Mortgagor
hereunder or under any of the Loan Documents or (g) for or in connection with
any other action taken by Mortgagee to preserve the security of this Mortgage
or any other security for the Mortgage Indebtedness or to protect any of
Mortgagee's rights hereunder. All such expenditures as shall be made by
Mortgagee or such receiver or pursuant to any other provision of this Mortgage
or the other Loan Documents, including any reasonable attorneys' fees and
disbursements incurred by Mortgagee or such receiver in connection with the
foregoing, shall be payable upon demand and be secured by this Mortgage and
shall bear interest at the Overdue Rate set forth in the Credit Agreement.
11. Change in Taxes. In the event any tax shall be due or become due and
payable to the United States of America, the Commonwealth of Pennsylvania or
any political subdivision thereof with respect to the execution and delivery or
recordation of this Mortgage or any note or other instrument or agreement
evidencing or securing repayment of the Mortgage Indebtedness or the interest
of Mortgagee in the Mortgaged Premises, Mortgagor shall pay such tax at the
time and in the manner required by applicable law and Mortgagor shall hold
Mortgagee harmless and shall indemnify Mortgagee against any liability of any
nature whatsoever as a result of the imposition of any such tax.
In the event of the passage after the date of this Mortgage of any law in
the Commonwealth of Pennsylvania deducting from the value of real property for
purposes of taxation any lien thereon, or changing in any way the laws now in
force for the taxation of mortgages or debts secured thereby (including the
interest thereon) for state or local purposes, or changing the manner of
collection of any such taxes, and imposing a tax, either directly or
indirectly, on this Mortgage, the Notes or any of the other Loan Documents, the
holder of this Mortgage shall have the right to declare the entire unpaid
amount of the Mortgage Indebtedness, together with accrued and unpaid interest
thereon, to be due and payable on a date to be specified by not less than 30
days' written notice to Mortgagor, provided, however, that such election
shall not be effective if Mortgagor is permitted by law to pay the whole of
such tax in addition to all other payments required thereunder and if
Mortgagor, prior to such specified date, makes payment of such tax then due and
agrees to pay any such tax when thereafter levied or assessed against the
Mortgaged Premises, this Mortgage, the Notes or any of the other Loan
Documents.
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12. Events of Default. The occurrence of any of the following events
shall be deemed an "Event of Default" hereunder and shall entitle Mortgagee to
exercise its remedies hereunder and under any of the other Loan Documents or as
otherwise provided by law:
(a) Nonpayment of any of the Mortgage Indebtedness when due, beyond
any period of grace, if any, provided with respect thereto and after the giving
of any required notice;
(b) The failure of the Mortgagor to perform or observe any material
term or covenant contained in this Mortgage and such failure shall remain
unremedied for 30 calendar days after the earlier of (i) written notice thereof
shall have been given to the Mortgagor from the Mortgagee and (ii) when the
Mortgagor otherwise had knowledge of such failure, unless the Mortgagor is
diligently pursuing to cure such failure to the reasonable satisfaction of the
Mortgagee;
(c) Any representation or warranty made by Mortgagor in this Mortgage
shall prove to have been false or misleading in any material respect when made;
or
(d) The occurrence of any Event of Default (as defined in the Credit
Agreement) under the Credit Agreement.
13. Remedies upon Default; Power of Sale. Immediately upon the occurrence
of any Event of Default after applicable notice and grace periods have elapsed,
Mortgagee shall have the option, in addition to and not in lieu of or
substitution for all other rights and remedies provided in this Mortgage or any
other Loan Documents or provided by law, and is hereby authorized and empowered
by Mortgagor, to do any or all of the following:
(a) Declare the entire unpaid amount of the Mortgage Indebtedness,
together with accrued and unpaid interest thereon, and any and all charges
payable by Mortgagor to Mortgagee pursuant to any of the Loan Documents,
immediately due and payable and, at Mortgagee's option, (i) to bring suit
therefor, or (ii) to bring suit for any delinquent payment of or upon the
Mortgage Indebtedness, or (iii) to take any and all steps and institute any and
all other proceedings that Mortgagee deems necessary to enforce payment of the
Mortgage Indebtedness and performance of other obligations secured hereunder and
to protect the lien of this Mortgage.
(b) Commence foreclosure proceedings against the Mortgaged Premises
through judicial proceedings pursuant to the applicable statutes in such case
made and provided, and to sell the Mortgaged Premises or to cause the same to be
sold at public sale, and to convey the same to the purchaser in accordance with
said statutes in a single parcel or in several parcels at the option of
Mortgagee.
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(c) Cause to be brought down to date an abstract or abstracts and tax
histories of the Mortgaged Premises, procure title insurance or title reports
or, if necessary, procure new abstracts and tax histories.
(d) Obtain a receiver to manage the Mortgaged Premises and collect the
rents, profits and income therefrom.
(e) In the event of any sale of the Mortgaged Premises by foreclosure,
through judicial proceedings or otherwise, apply the proceeds of any such sale
in the order following to: (i) all expenses incurred for the collection of the
Mortgage Indebtedness and the foreclosure of this Mortgage, including reasonable
attorneys' fees and disbursements, or such attorneys' fees and disbursements as
are permitted by law, (ii) all sums expended or incurred by Mortgagee directly
or indirectly in carrying out the terms, covenants and agreements of the Notes,
this Mortgage and the other Loan Documents, together with interest thereon as
therein provided, (iii) all accrued and unpaid interest upon the Mortgage
Indebtedness, (iv) the unpaid principal amount of the Mortgage Indebtedness, and
(v) the surplus, if any there be, unless a court of competent jurisdiction
decrees otherwise, to Mortgagor.
14. Successors in Ownership. In the event ownership of the Mortgaged
Premises or any part thereof becomes vested in a person or persons other than
Mortgagor without the prior written approval of Mortgagee, Mortgagee may (but
shall not be obligated to) deal with such successor or successors in interest
with reference to this Mortgage and the other Loan Documents in the same manner
as with Mortgagor, without in any manner discharging or otherwise affecting
Mortgagor's liability hereunder or upon the Mortgage Indebtedness.
15. Personal Property. (a) The Mortgagor represents and warrants that
Mortgagor owns all presently owned Equipment and other personal property
described in this Mortgage free and clear of any and all liens and security
interests except for the lien and security interest granted by this Mortgage
and Permitted Encumbrances and any Liens permitted by the terms of the Credit
Agreement. The Mortgagor further represents and warrants that, as to Equipment
and other personal property hereafter acquired, Mortgagor will own all such
Equipment and other personal property at the time it is brought on the Land and
thereafter free and clear of any and all liens and security interests except
for the lien and security interest granted by this Mortgage, any other security
instrument or agreement in favor of Mortgagee, and Permitted Encumbrances and
any Liens permitted by the terms of the Credit Agreement.
(b) The Mortgagor does hereby grant a security interest to Mortgagee
pursuant to the Uniform Commercial Code in any Equipment and other personal
property covered hereby. The Mortgagor agrees, upon request of Mortgagee, to
furnish an inventory of personal property owned by Mortgagor and subject to this
Mortgage and, upon request by Mortgagee, to execute any supplements to this
Mortgage, any separate security agreement and any financing statements to
include specifically said inventory of personal property. Upon the
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occurrence of an Event of Default, Mortgagee shall have all of the rights and
remedies therein provided or otherwise provided by law or by this Mortgage,
including but not limited to the right to require Mortgagor to assemble such
personal property and make it available to Mortgagee at a place to be
designated by Mortgagee which is reasonably convenient to both parties, the
right to take possession of such personal property with or without demand and
with or without process of law and the right to sell and dispose of the same
and distribute the proceeds according to law. The parties hereto agree
that any requirement of reasonable notice shall be met if Mortgagee sends such
notice to Mortgagor at least five (5) days prior to the date of sale,
disposition or other event giving rise to the required notice, and that the
proceeds of any disposition of any of such personal property may be applied by
Mortgagee first to the reasonable expenses in connection therewith, including
reasonable attorneys' fees and disbursements and then to payment of the
Mortgage Indebtedness.
16. Assignment of Leases and Rents. As of the date of this Mortgage,
Mortgagor hereby assigns to Mortgagee all its right, title and interest in and
to all written and oral leases, whether now in existence or which may hereafter
come into existence during the term of this Mortgage, or any extension hereof,
covering the Mortgaged Premises or any part thereof (but without an assumption
by Mortgagee of liabilities of Mortgagor under any such leases by virtue of
this assignment), and Mortgagor hereby assigns to Mortgagee the rents, issues
and profits of the Mortgaged Premises. Until the occurrence of an Event of
Default, Mortgagor shall have the right to receive and collect such rents,
issues and profits. Upon the occurrence of an Event of Default, Mortgagee may
elect upon written notice to Mortgagor to receive and collect said rents,
issues and profits personally or through a receiver so long as any such Event
of Default shall exist and during the pendency of any foreclosure proceedings
and during any redemption period, and Mortgagor hereby consents to the
appointment of a receiver if believed necessary or desirable by Mortgagee to
enforce its rights under this paragraph 16. The collection of rents by
Mortgagee shall in no way waive the right of Mortgagee to foreclose this
Mortgage in the event of any Event of Default.
17. Prohibition of Transfer and Further Encumbrances. Except as permitted
under the Credit Agreement, the Mortgagor shall not, without the prior written
consent of Mortgagee, permit or suffer the Mortgaged Premises, or any part
thereof, to be sold, assigned, transferred or encumbered in any way, whether by
operation of law or otherwise. The preceding sentence shall not apply to
transfers of ownership in Mortgagor resulting from the death of a natural
person, transfers by a natural person to a member or members of such person's
immediate family or transfers by a natural person in connection with bona fide
estate planning unless the same could result in a dissolution or termination of
Mortgagor.
18. Severability. If any provision hereof is in conflict with any statute
or rule of law of the Commonwealth of Pennsylvania or is otherwise
unenforceable for any reason whatsoever, then such provision shall be deemed
null and void to the extent of such conflict or
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
- 11 -
12
unenforceability and shall be deemed severable from but shall not invalidate
any other provisions of this Mortgage.
19. Environmental Matters. The representations, warranties, covenants and
agreements made by the Mortgagor to the Mortgagee in the Environmental
Certificate delivered by the Mortgagor to the Mortgagee in connection with the
execution of this Mortgage are incorporated herein by reference. The Mortgagor
agrees that any default under the terms of the Environmental Certificate will
constitute a default under this Mortgage.
20. Waiver. No waiver by Mortgagee of any right or remedy granted
hereunder or failure to insist on strict performance by Mortgagor hereunder
shall affect or extend to or act as a waiver of any other right or remedy of
Mortgagee hereunder, nor affect the subsequent exercise of the same right or
remedy by Mortgagee for any further or subsequent default by Mortgagor
hereunder, and all such rights and remedies of Mortgagee hereunder are
cumulative.
21. Marshalling. The Mortgagor hereby waives, in the event of foreclosure
of this Mortgage or the enforcement by the Mortgagee of any other rights and
remedies hereunder, any right otherwise available in respect to marshalling of
assets which secure the Mortgage Indebtedness or to require Mortgagee to pursue
its remedies against any other such assets.
22. Further Instruments. The Mortgagor shall execute, acknowledge and
deliver any and all such further conveyances, documents, mortgages and
assurances, and do or cause to be done all such further acts, as Mortgagee may
reasonably require to confirm and protect the lien of this Mortgage or
otherwise to accomplish the purposes hereof forthwith upon the request of
Mortgagee, whether in writing or otherwise.
23. Notices. All notices, demands, requests, consents and other
communications shall be delivered and shall be effective in the manner
specified in the Credit Agreement.
24. Governing Law; Binding Effect; Definitions. This Mortgage, made in
the Commonwealth of Pennsylvania, shall be construed according to the laws
thereof and shall be binding upon Mortgagor and its successors and assigns and
any subsequent owners of the Mortgaged Premises, and all of the covenants
herein contained shall run with the land, and this Mortgage and all of the
covenants herein contained shall inure to the benefit of Mortgagee, its
successors and assigns. Terms used but not defined herein shall have the
meanings ascribed thereto in the Credit Agreement.
25. Headings. The headings in this Mortgage are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Mortgage.
26. Fixture Filing. This Mortgage also constitutes a financing statement
filed as a fixture filing under the Uniform Commercial Code with respect to
goods which are or are to
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
- 12 -
13
become fixtures relating to the Land and as to which Mortgagor is the debtor
and record owner of the Land and Mortgagee is the secured party. It is to be
recorded in the real estate records of the County in which the Land is located.
27. Use of Insurance and Condemnation Proceeds. Notwithstanding any other
provision of this Mortgage, all insurance proceeds recovered by the Mortgagee
on account of damage or destruction to the Mortgaged Premises and all proceeds
of any condemnation award recovered by the Mortgagee for any building or
equipment taken or damaged, less the cost, if any, to the Mortgagee of such
recovery and of paying out such proceeds (including attorneys' fees and costs
allocable to inspecting the work and the plans and specifications therefor),
shall, upon the written request of the Mortgagor, be applied by the Mortgagee
to the payment of the cost of repairing, restoring or rebuilding the
improvements on the Mortgaged Premises so damaged or destroyed or of the
portion or portions of the Mortgaged Premises not so taken (hereinafter
referred to as the "work") and shall be paid out from time to time to the
Mortgagor as the work progresses, but subject to the Mortgagee's standard
requirements for construction loans of similar nature and subject to the
following conditions:
(a) There shall be no Event of Default under this Mortgage or any of
the other Loan Documents; and
(b) The request for any payment after the work has been completed
shall be accompanied by a copy of any certificate or certificates required by
law to render occupancy of the Mortgaged Premises legal.
Upon the completion of the work and payment in full therefore, or upon
any failure on the part of the Mortgagor promptly to commence or continue the
work, or at any time upon request by the Mortgagor, the Mortgagee may, at its
option, either apply the amount of any such proceeds then or thereafter in the
hands of the Mortgagee to the payment of the Mortgage Indebtedness or any
portion thereof, whether or not then due and payable, or remit such amount to
the Mortgagor.
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
- 13 -
14
IN WITNESS WHEREOF, Mortgagor has duly executed this Mortgage as of the
day and year first above written.
Signed in the presence of: KEY PLASTICS, INC.
/s/ Xxxxxx Fan By: /s/ Xxxxx X. Xxxxx
-------------------------- ----------------------------
Print Name: Xxxxxx Fan Xxxxx X. Xxxxx
Its: Chief Financial Officer
/s/ Mi Xxxxx Xxx ------------------------
--------------------------
Print Name: Mi Xxxxx Xxx
---------------
I, Xxxx X. Xxxx the Assistant Secretary of Key Plastics, Inc., hereby
certify that the above signature is the authentic signature of Xxxxx X. Xxxxx,
the Chief Financial Officer of Key Plastics, Inc.
STATE OF MICHIGAN ) /s/ Xxxx X. Xxxx
)SS. ------------------------
COUNTY OF XXXXX ) Xxxx X. Xxxx
On this, the 24th day of March, 1997, before me, the undersigned officer,
personally appeared Xxxxx X. Xxxxx who acknowledged himself to be the Chief
Financial Officer of Key Plastics, Inc., a Michigan corporation, and that he as
such Chief Financial Officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as Chief Financial Officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Xxxxxx X. Xxxxxx
----------------
XXXXXX X. XXXXXX
Acting In, Xxxxx County, MI
My Commission Expires Aug 25 1998
---------------
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
- 14 -
15
Drafted by and when
recorded return to:
Mi Xxxxx Xxx, Esq.
Dickinson, Wright, Moon,
Van Dusen & Xxxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
- 15 -
16
A-1
EXHIBIT A
Legal Description of Land
PREMISES "A"
ALL THAT CERTAIN piece of parcel of land situate in the Borough of Winterstown,
York County, Pennsylvania, bounded and described as follows:
BEGINNING at a point in the center of Cherry Street, thence along the center
line of said street South seventy-seven degrees thirty minutes thirty seconds
East (S 77 degrees 30'30"E) eighty-three and thirty-six hundredths (83.36')
feet to a point; thence along same center line South seventy-nine degrees forty
minutes thirty seconds East (S 79 degrees 40'30"E) seventy-five and sixty-three
hundredths (75.63') feet to a point; thence by same center line South
eighty-one degrees fifty minutes thirty seconds East (S 81 degrees 50'30"E)
four hundred thirty-four and twenty-three hundredths (434.23') feet to a point;
thence along other lands of X. Xxxxxx and Xxxxx X. Xxxxxxxx South eight degrees
nine minutes thirty seconds West (S 08 degrees 09'30"W) three hundred
seventy-six and sixty-five hundredths (376.65') feet to an iron pin; thence
North sixty degrees thirty-three minutes fifty-one seconds West (N 60 degrees
33'51"W) two hundred sixty and ninety four hundredths (260.94') feet to an iron
pin; thence South eleven degrees one minute fifty-eight seconds West (S 11
degrees 01'58"W) one hundred seven and thirty-eight hundredths (107.38') feet to
a cement monument; thence North sixty degrees fourteen minutes West (N 60
degrees 14'00"W) three hundred thirty-three and seventeen hundredths (333.17')
feet to an iron pin; thence North one degree East (N 01 degree 00'00"E) two
hundred seventy-seven and eighty-four hundredths (277.84') feet to the place of
beginning.
PREMISES "B"
ALL THAT CERTAIN tract of land, with the improvements thereon erected, situate
in the Borough of Winterstown, County of York, and State of Pennsylvania,
bounded and described in accordance with a survey made October 28, 1978, by
Xxxxxx X. Xxxxx & Associates Inc., Engineers and Surveyors, identified as
Drawing No. 0-812, as follows:
BEGINNING at a spike in the intersection of Pennsylvania Department of
Transportation Legislative Route No. 66004, also known as Mt. Olivet Road, with
Cherry Street, a public road; thence extending in and through said Cherry
Street South seventy-five degrees thirty minutes East (S 75 degrees 30'E) one
hundred twenty-five and twenty-three hundredths (125.23) feet to a spike in the
bed of said street; thence extending across Cherry Street and along property
now or formerly of J. Xxxxxx Xxxxxxxx South one degree zero minutes West (S 01
degrees 00'W) two hundred seventy-three and thirty-six hundredths (273.36) feet
to a concrete marker; thence continuing along lands now or formerly of J.
Xxxxxx Xxxxxxxx South sixty degrees fourteen minutes East (S 60 degrees 14'E)
three hundred thirty-three and seventeen hundredths (333.17) feet to a concrete
marker; thence extending along lands now or formerly of Xxxxxx Xxxxxxx South
forty-three degrees thirty minutes West (S 43 degrees 30'W) three hundred
forty-two and twenty-four hundredths (342.24) feet to an iron pipe; thence
extending along lands now or formerly of Xxxxx X. Xxxx and crossing said
Legislative Route No. 66004 North sixty degrees fourteen minutes West (N 60
degrees 14'W) five hundred twenty-five and twenty-one hundredths (525.21) feet
to a spike in the bed of said Legislative Xxxxx Xx. 00000; thence extending in
and through said Legislative Route No. 66004 North thirty-one degrees
fifty-nine minutes East (N 31 degrees 59'E) five hundred thirty-nine and
fifty-one hundredths (539.51) feet to the spike at the point and place of
beginning.
BEING PARCEL NOS. 90 EK 68 P "A"/90 EK 127 A "B"
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
17
A-2
EXHIBIT A
Legal Description of Land
ALL THAT CERTAIN tract of land situate in Manchester Township, York County,
Pennsylvania, known as Lot No. 19 on a final plan prepared by Huth Engineers,
Inc., dated February 12, 1980, identified as Drawing LA-1464-15, and recorded in
the Office of the Recorder of Deeds, in and for York County, Pennsylvania, in
Plan Book BB, Page 986, bounded and described, as follows:
BEGINNING at a point on the southwesternmost right-of-way line of a 50 feet wide
road known as Farmtrail Road, at corner of Lot No. 18 on the above-mentioned
plan; thence along the southwesternmost right-of-way line of said Farmtrail Road
and along the arc of a circular curve to the left having a radius of 500.00
feet, an arc distance of 165.79 feet, the said arc being subtended by a chord
with a bearing of South 47 degrees 27 minutes 59 seconds East and a length of
165.03 feet, to a point at corner of Lot No. 20 on the above mentioned plan;
thence along Xxx Xx. 00 Xxxxx 00 degrees 2 minutes 5 seconds West 517.33 feet to
a point at Lot No. 28 on the above-mentioned plan; thence along Xxx Xx. 00 Xxxxx
00 degrees 49 minutes 35 seconds West 155.00 feet to a point at lands now or
formerly of Xxx X. Xxxxx; thence along lands now or formerly of Xxx X. Xxxxx
North 12 degrees 05 minutes 20 seconds West 274.98 feet to a point at corner of
Lot No. 17 on the above-mentioned plan; thence along Lots Nos. 17and 18 on said
plan North 52 degrees 1 minute 58 seconds East 472.71 feet to a point on the
southwesternmost right-of-way line of the aforementioned Farmtrail Road and the
place of BEGINNING; being known as Lot No. 19 on said plan.
BEING PARCEL XX. 00 00 00.
Xxx Xxxxxx No. _____________
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
18
A-3
EXHIBIT A
Legal Description of Land
ALL THAT CERTAIN lot or piece of ground with the buildings and improvements
thereon erected, situate in Manchester Township, York County, Pennsylvania,
and described according to a ALTA/ACSM Land Title Survey prepared for Key
Plastics Inc., by Xxxxx X. Xxxxxxx-Land Surveyor dated 11/4/1996 as follows, to
wit:
BEGINNING at a point on the southwesternmost right-of-way line of a 50 feet
wide road known as Farmtrail Road, at corner of Lot No. 19 on the above
mentioned plan; thence along the southwesternmost right-of-way line of said
Farmtrail Road and along the arc of a circular curve to the left having a
radius of 500.00 feet, an arc distance of 177.45 feet, the said arc being
subtended by a chord with a bearing of South 67 degrees 07 minutes 58 seconds
East and a length of 176.52 feet to a point at corner of Lot No. 21 on the
above mentioned plan; thence continuing along the southwesternmost right-of-way
line of said Farmtrail Road South 77 degrees 18 minutes 00 seconds East, 237.93
feet to a point at corner of Lot No. 22 on the above mentioned plan; thence
along Xxx Xx. 00 Xxxxx 00 degrees 42 minutes 00 seconds West 263.65 feet to a
point at Lot No. 25 on the above mentioned plan; thence along lots No. 25, 26,
27, 28 on the above mentioned plan South 84 degrees 49 minutes 35 seconds West
621.65 feet to a point at corner of Lot No. 19 on the above mentioned plan;
thence North 33 degrees 02 minutes 05 seconds East 517.88 feet to the point and
place of beginning.
BEING PARCEL NO. 36 27 20.
BEING the same premises which York County Industrial Development Authority and
D.I.A. Farmbrook Limited Partnership (a Maryland Limited Partnership) by Deed
dated 8/9/1993 and recorded 9/7/1993 in York County, Pennsylvania, in Record
Book 713 Page 444, conveyed unto Key Plastics Inc., (a Michigan Corporation), in
fee.
19
A-4
EXHIBIT A
Legal Description of Land
ALL THAT CERTAIN lot or piece of ground with the buildings and improvements,
thereon erected, situate in Manchester Township, York County, Pennsylvania,
and described in accordance with a ALTA/ACSM Land Title Survey for Key
Plastics Inc., prepared by Xxxxx X. Xxxxxxx-Land Surveyor dated 11/4/1996 as
follows, to wit:
BEGINNING at a point on the northerly side of a 60 foot radius forming the
northern terminus of Rose Court at the northwestern corner of Lot No. 12;
extending these along the northerly side of said 60 foot radius by a curve to
the left having a radius of 60.00 feet for a distance of 60.00 feet,
the chord of which extends South sixty-five (65') degrees thirty-two (32)
minutes twenty-nine (29) seconds West, a distance of fifty-seven and fifty-three
hundredths (57.53) feet to a point at Lot No. 10; extending thence along Lot No.
10 North fifty-three (53) degrees six (06) minutes twenty-three (23) seconds
West, a distance of two hundred forty-seven and seventy-three hundredths
(247.73) feet to a point at Lot No. 7; extending thence along Lot No. 7, North
twenty-six (26) degrees forty-five (45) minutes two (02) seconds East, a
distance of fifty-eight and forty-three hundredths (58.43) feet to a point at
lands now or formerly of Xxxxx X. and Xxxxx X. Xxxxxx extending thence along
said last mentioned lands North twenty-six (26) degrees twenty-nine (29)
minutes seven (07) seconds East, a distance of two hundred and twenty-five
hundredths (200.25) feet to a point at lands now or formerly of Xxxxxxx X.
Xxxxxxxx; extending thence along said last mentioned lands South fifty-eight
(58) degrees twenty (20) minutes seventeen (17) seconds East, a distance of two
hundred seventy and fifty-two hundredths (270.52) feet to a point at Lot No. 12
extending thence along Xxx Xx. 00, Xxxxx xxxxxx-xxxxx (23) degrees fifty-nine
(59) minutes twenty (20) seconds West, a distance of two hundred thirty-four and
fifty-seven hundreds (234.57) feet to a point on the northerly side of a 60 foot
radius forming the northern terminus of Rose Court and the point of beginning.
BEING FOLIO NUMBER 36 LH 8A.
BEING the same premises which York County Industrial Development Corporation by
Deed dated 4/13/1989 and recorded 4/14/1989 in York County, Pennsylvania in Deed
Book 102 L Page 897, conveyed unto Key Plastics Inc., (a Michigan Corporation),
in fee.
20
EXHIBIT B
Permitted Encumbrances
(York (Rose Court), Pennsylvania
1. Rights granted to Columbia Gas Transmission Corporation as in Record Book
64-X Page 369.
2. Rights granted to Metropolitan Edison Company as in Record Book 67-M Page
501.
3. Conditions as shown on Plan recorded in Plan Book T Page 410:
a) 30 feet building set back line, etc.
4. Conditions as disclosed on ALTA/ACSM Land Title Survey for Key Plastics,
Inc., prepared by Xxxxx X. Xxxxxxx - Land Surveyor dated 11/4/1996:
(a) Building set back line;
(b) Possible Wet Lands;
(c) Notes.
21
B-2
EXHIBIT B
Permitted Encumbrances
----------------------
(York (I), Pennsylvania)
1. $290,000.00 Mortgage by Key Plastics, Inc. to D.I.A. Farmbrook Limited
Partnership dated 4/13/1989 and recorded 4/14/1989 in Mortgage Book 64 C
page 1118. Assigned to Peoples Bank of Xxxx Rock by Assignment recorded
4/14/1989 in Record Book 102 L page 927; provided that, as of the date
hereof, the indebtedness secured by such Mortgage has been paid in full,
and such Mortgage shall be released and discharged of record by not later
than April 30, 1997.
2. Declaration of Covenants, Conditions and Restrictions of Farmbrook
Industrial Park as in Record Book 95 Y Page 165 and Amendment thereto as in
104 U Page 597.
3. Rights granted to Metropolitan Edison Company as in Books 36 I Page 234,
66 W Page 452, 82 F Page 498,98 Z Page 693, 36 J Page 333, 93 C Page 466,
and 100 X Page 350.
4. Rights granted to The Manufacturers Light and Heat Company as in Books
35 N Page 531 and 45 Z Page 277.
5. Rights granted to Defense Plant Corporation as in Books 31 N Page 481
and 29 N Page 556.
6. Rights granted to York Telephone and Telegraph Company as in Book 47 Y
Page 622.
7. Rights granted to Southern Pipe Line Co. as in Book 24 L Page 313.
8. Rights granted to Columbia Gas of Pennsylvania, Inc. as in Book 82 O
Page 893.
9. Rights granted to General Telephone Company of Pennsylvania as in Book
82 Q Page 753.
10. Rights granted to Columbia Gas Transmission Corporation as in Book 891
Page 880.
11. Agreement with Manchester Township as in Record Book 89 E Page 1017.
12. Easement, restrictions, conditions, setback lines, notes, etc., as
shown in Subdivision Plan Book BB Page 986.
22
13. 1993 - 1996 County, Township and School taxes, and water and sewer
charges, subject to separate agreement of parties of even date
herewith regarding post-closing matters.
14. ALTA/ACSM Land Title Survey for Key Plastics, Inc. prepared by Xxxxx X.
Xxxxxxx-Land Surveyor dated November 15, 1994 and revised 11/04/96
(Dwg. No. D-73 K36) discloses the following:
a. Building Setback Lines of various widths which have been
violated by Masonry Building and Conc. Walk & Steps;
b. Metropolitan Edison Easement for Underground Large Three Phase
Service-Non-Residential DEED Bk. "84-K" Pg. 892;
c. 15' Drainage & Utility Easement;
d. Overhead Electric and Telephone lines w/Poles;
e. Water and Sanitary Sewer Lines;
f. Conc. Walk & Steps encroach onto Lots Nos. 20 & 21;
g. Utility Easement;
h. Stream;
i. Approx. 100 Yr. Flood Plain Boundary
23
EXHIBIT B
Permitted Encumbrances
(York (II), Pennsylvania)
1. Declaration of Covenants, Conditions and Restrictions of Farmbrook
Industrial Park as in Record Book(s) 95 Y Page 965 and Amendment thereto
as in 104 U Page 597.
2. Rights granted to General Telephone Company of Pennsylvania as in Record
Book 82-Q Page 753.
3. Rights granted to York Telephone and Telegraph Company as in Record Book
47-Y Page 622.
4. Rights granted to Metropolitan Edison Company as in Record Book 61 C Page
502, 82-F. Page 498, 93-C Page 466 and 100-X Page 350.
5. Rights granted to Texas Eastern Transmission Corporation as in Record Book
37-C Page 252, and Record Book 43 A Page 485.
6. Rights granted to The Manufacturers Light and Heat Company as in Record
Book 45-Z Page 277.
7. Rights granted to Columbia Gas Transmission Corporation as in Record Book
89-I Page 880.
8. Rights granted to Columbia Gas of Pennsylvania, Inc. as is Record Book 82-0
Page 893.
9. Restatement of Exhibit G to Declaration of Covenants, Conditions and
Restrictions of Farmbrook Industrial Park as in Record Book 167 Page 574.
10. Easement restrictions, conditions, setback lines, notes, etc. as shown in
Subdivision Plan Book BB Page 986.
11. The following conditions as disclosed on the survey prepared by Xxxxx X.
Xxxxxxx - Land Surveyor dated 11/4/96, Drawing No. D-73-K36:
(a) 15' D & V Easement;
(b) Storm Drain Pipe;
(c) Monitoring Well;
(d) Notes.
24
EXHIBIT B
Permitted Encumbrances
(Felton, Pennsylvania)
1. Easement Agreement as in Record Book 1116 page 230. (Premises "A" and
"B")
2. Title to that portion of premises in the bed of Cherry Street is
subject to public and private rights therein. (Premises "A")
3. Title to that portion of premises in the bed of Xxxxxx Xxxxxx xxx
Xxxxxxxxxxx Xxxxx Xx. 00000 is subject to public and private rights
therein. (Premises "B")
4. Conditions disclosed by Final Subdivision Plan of Land along Cherry
Street dated 11/23/83 and recorded in Plan Book EE Page 268. (Premises
"A")
5. Rights granted to Metropolitan Edison Company Deed Books 53 V Page 435,
56 E Page 406,58 D Page 392, 60 K Page 56, 70 S Page 1192 and 81 A
Page 384. (Premises "B")
6. Rights granted to York Telephone & Telegraph Company as in Deed Book 59
H Pages 71 and 75 (Premises "B") and Deed Book 59 H Page 77. (Premises
"A")
7. Rights granted to General Telephone Company of Pennsylvania as in Deed
Book 85 E Page 27. (Premises "A")
8. Deeds of Easement to the Commonwealth of Pennsylvania, Department of
Highways as in Deed Books 59 N Page 299 and 59 of Page 608. (Premises
"B")
9. ALTA/ACSM Land Title Survey for Key Plastics, Inc. prepared by Xxxxx X.
Xxxxxxx - Land Surveyor dated November 16, 1994, revised 11/04/96
(Dwg. No. D74-K-36B) discloses the following:
a. Building Setback Lines of various widths which have been violated
by Metal and Masonry Buildings, Asphalt Volleyball Court w/fence,
Stone Wall, Flagpole, Garden and Planter;
b. Overhead Electric Lines and Poles;
c. Underground Telephone;
d. Sewer Lines.
