MORTGAGE
________
THIS MORTGAGE, made this 28th day of May, 1999, by Chem-Met
Services, Inc., a Michigan corporation ("Mortgagor"), whose address
is 00000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, to the Xxxxxx X.
Xxxxxxxx Living Trust dated September 6, 1978 (the "TPS Trust") and
the Xxx X. Xxxxxxxx Living Trust dated September 6, 1978 (the "ALS
Trust")( the TPS Trust and the ALS Trust are collectively referred
to hereinafter as the "Mortgagee"), whose address is 1021 Harvard
0000 Xxxxxxx Xxxx, Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000.
WITNESSETH:
__________
To secure the payment of all obligations owing pursuant to a
Non-Recourse Guaranty dated as of May 27, 1999 executed by the
Mortgagor in favor of the Mortgagee (the "Guaranty"), the Mortgagor
does MORTGAGE and WARRANT to Mortgagee, its successors and assigns,
the land situated in the Township of Brownstown, County of Xxxxx
and State of Michigan, described on Exhibit A attached hereto and
incorporated herein by reference, together with all buildings and
improvements now or hereafter upon said land or any part thereof,
and all heretofore or hereafter vacated alleys and streets abutting
said land; and together with all licenses and permits to operate
the building thereon, all fixtures now or hereafter installed for
use in the operation of the building or buildings now or hereafter
on said land, including, but not limited to, all lighting, heating,
cooling, ventilating, air conditioning, plumbing, sprinkling,
electrical systems, and the fixtures pertaining thereto owned by
Mortgagor, all of which fixtures shall be deemed to be part of the
land (except for all tangible and intangible assets used in
connection with the business of the Mortgagor and its affiliates,
or any of them, including, without limitation, all permits and
licenses to operate such business, and all trade fixtures of
Mortgagor or its affiliates); and together with all the rents and
leases from third party tenants, if any, thereof (but not the
accounts, chattel paper or other intangibles in which a security
interest may be perfected under the Uniform Commercial Code in
effect in the State of Michigan from time to time) and the
tenements, hereditaments, easements, and appurtenances (herein
called the "Mortgaged Premises"). The Mortgagee hereby disclaims
any interest in any other collateral or property of Mortgagor or
any of its affiliates.
Mortgagor does hereby covenant and warrant as follows:
FIRST: Mortgagor shall pay all amounts due and owing
under the Guaranty and shall pay all other amounts provided herein
according to the terms of the Guaranty and this Mortgage.
SECOND: At the time of the execution and delivery of this
Mortgage, Mortgagor is well and truly seized of the Mortgaged
Premises in fee simple, free of all liens and encumbrances
whatsoever except for (i) real estate taxes and assessments not yet
due and payable, (ii) covenants, restrictions, easements,
reservations and agreements of record, (iii) rights of the public
to streets, roads and alleys lying within the boundaries of the
Mortgaged Premises, (iv) the state of facts an accurate survey may
disclose, and (v) such minor encroachments or encumbrances as do
not materially interfere with the development of the Mortgaged
Premises for its contemplated uses, and Mortgagor will forever
warrant and defend the same against any and all claims whatever,
and the lien created hereby is and will be kept a first lien upon
the Mortgaged Premises and every part thereof.
THIRD: Mortgagor shall pay before the same becomes
delinquent all taxes, assessments and other charges which might
become a lien upon the Mortgaged Premises prior to this Mortgage.
Should default be made in the payment of any such taxes,
assessments or other charges, Mortgagee may, at its option, but
without any obligation on its part to do so, obtain pay such taxes,
assessments or other charges, and all amounts so expended by
Mortgagee shall be secured hereby and shall bear interest from the
date of expenditure at the rate of five percent (5%) per annum
until repaid by Mortgagor.
FOURTH: The occurrence of any of the following events shall
be deemed an "Event of Default" hereunder: (i) default in making
payment when due of any amount owing under the Guaranty, or (ii)
default in making payment when due of any other sums provided
herein, or (iii) default in the performance of any covenant or
condition provided herein and the continuance thereof for 30 days
after notice of such default has been given by Mortgagee. Upon the
occurrence of an Event of Default, Mortgagee may at any time
thereafter, declare the principal balance of the indebtedness
secured hereby, together with interest thereon, to be due and
payable immediately.
FIFTH: Upon any foreclosure sale of the Mortgaged
Premises, the same may be sold either as a whole or in parcels, as
Mortgagee may elect, and if in parcels, the same may be divided as
Mortgagee may elect and, at the election of Mortgagee may be
offered first in parcels and then as a whole, that offer producing
the highest price for the entire property to prevail, any law,
statutory or otherwise, to the contrary notwithstanding, and
Mortgagor hereby waives the right to require any such sale to be
made in parcels or the right to select such parcels.
SIXTH: Each and every of the rights, remedies and benefits
provided to Mortgagee herein shall be cumulative and shall not be
exclusive of any other of said rights, remedies or benefits, or of
any other rights, remedies or benefits allowed by law. Any waiver
by Mortgagee of any default shall not constitute a waiver of any
similar or other default.
SEVENTH: All of the covenants and conditions hereof shall run
with the land and shall be binding upon the successors and assigns
of Mortgagor, and shall inure to the benefit of the successors and
assigns of Mortgagee. Any reference herein to "Mortgagee" shall
include the successors and assigns of Mortgagee.
EIGHTH: All notices given hereunder shall be in writing,
shall be effective when received and shall be sent to Mortgagor or
Mortgagee at their respective addresses first above written unless
another address is designated by notice to the other party in
writing.
NINTH: The rights and remedies under this Mortgage are
subject to a Subordination Agreement, dated May 27, 1999, among
Perma-Fix Environmental Services, Inc., the Xxx X. Xxxxxxxx Living
Trust, dated September 6, 1978, Xxx X. Xxxxxxxx, Xxxxxx X.
Xxxxxxxx, the Xxxxxx X. Xxxxxxxx Living Trust, dated September 6,
1978.
2
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of
the day and year first above written.
Signed in the presence of: CHEM-MET SERVICES, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxxxx
______________________________ _______________________________
Print Name: Xxxxx X. Xxxxxxxxx Print Name: Xxxxx X. Xxxxxxxxxx
___________________ _____________________
Its: President
____________________________
/s/ Xxxxx XxXxxxxxx
______________________________
Print Name: Xxxxx XxXxxxxxx
___________________
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
The foregoing instrument was acknowledged before me this 27th
day of May, 1999, by Xxxxx X. Xxxxxxxxxx, the President of Chem-Met
Services, Inc., a Michigan corporation on behalf of said corporation.
/s/ Xxxxx Xxx Xxxx
_______________________________________
Notary Public, Oklahoma County,
State of Oklahoma
My Commission Expires: January 29, 2002
__________________
This instrument drafted by
and when recorded return to:
Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx Xxxxxx PLLC
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
(000) 000-0000
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