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Exhibit 10.5
OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT
KNOW YE THAT EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with a
principal place of business located at 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter referred to as "Grantor") for the consideration
of One Dollar ($1.00) and other valuable considerations, received to Grantor's
full satisfaction of FARMINGTON SAVINGS BANK, a Banking Corporation having an
office in the Town of Farmington, County of Hartford and State of Connecticut
(hereinafter referred to as "Grantee") does give, grant, bargain, sell and
confirm unto the Grantee, its successors and assigns forever, those certain
pieces or parcels of land, with all buildings and improvements now existing or
hereinafter erected thereon, situated in the Town of Farmington, County of
Hartford and State of Connecticut, known as 1790, 1798 and 0000 Xxx Xxxxxxx
Xxxxxx and more particularly described in Schedule A, attached hereto and hereby
incorporated herein by reference; together with (a) all easements, rights,
appurtenances, rents, royalties, mineral, oil and gas rights and profits, water,
and water rights, relating to the property and (b) all storm and screen windows
and doors, electrical fixtures, oil burners, gas, steam, electric and other
heating, plumbing, ventilating, air conditioning, and lighting equipment, window
shades, venetian blinds, refrigerators, cabinets, fixtures and all other
personal property of whatever kind and nature necessary or incidental to the
proper use of the premises, now located on or hereafter placed upon said
premises, all of which are declared and shall be deemed to be fixtures and
accessions to the freehold and a part of the realty and shall be covered by this
Mortgage and Security Agreement (the "Premises");
TO HAVE AND TO HOLD the herein granted and bargained Premises, with the
appurtenances thereof, unto the Grantee, its successors and assigns forever, to
its and their proper use and behoof. And also, the Grantor does for Grantor and
Grantor's successors and assigns, covenant with the Grantee, its successors and
assigns, that, at and until the ensealing of these presents, Grantor is well
seized of the Premises, as a good indefeasible estate in FEE SIMPLE; and has
good right to bargain and sell the same in a manner and form as is above
written, and that the same is free from all encumbrances whatsoever, except for
such items listed in the schedules of exception to coverage in the title
insurance policy of even date herewith insuring Grantee's interest in the
Premises.
AND FURTHERMORE, the Grantor does by these presents bind Grantor and
Grantor's heirs, successors and assigns forever, to WARRANT AND DEFEND the
herein granted and bargained Premises to the Grantee, its successors and
assigns, against all claims and demands whatsoever, except for such items listed
in the schedules of exception to coverage in the title insurance policy of even
date herewith insuring Grantee's interest in the Premises and other Permitted
Liens (as defined in the Loan Agreement referred to below).
THE CONDITION OF THIS DEED IS SUCH THAT:
WHEREAS, the Grantee and the Grantor have entered into a certain Loan
Agreement of even date herewith ( the "Loan Agreement"); and
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WHEREAS, to refinance certain indebtedness of the Borrower in accordance
with the terms and conditions set forth in the Loan Agreement, the Grantee has
agreed to loan the Grantor the sum of Two Million and 00/100 ($2,000,000.00)
Dollars, as evidenced by the Grantor's commercial mortgage note in the principal
amount of Two Million and 00/100 ($2,000,000.00) Dollars (hereinafter referred
to as the "Note"), a conformed copy of said Note being attached hereto as
Schedule B and made a part of this deed as if fully incorporated herein; and
WHEREAS, the Grantee is desirous of securing the prompt payment of the Note
together with interest thereon and any additional indebtedness accruing to it on
account of any future payments, advances or expenditures made by it pursuant to
the terms hereof or the terms of the Note, and/or the Loan Agreement
(hereinafter sometimes collectively referred to as the "Liabilities");
NOW THEREFORE, if the Liabilities shall be well and truly paid according to
their tenor, and all agreements and provisions contained are fully kept and
performed by the Grantor, then this deed shall be void, otherwise to remain in
full force and effect.
The Grantor, in order to more fully protect the security of this mortgage
deed ( the "Mortgage"), does hereby covenant and agree that:
1. The Grantor shall pay and perform the Liabilities in accordance with
their terms and shall comply with the terms of the Note and this Mortgage.
2. Grantor shall pay and discharge as the same become due all taxes and
assessments (other than taxes based upon the Bank's net income) that may accrue,
be levied, or assessed upon the Premises or any part thereof, or upon Grantee's
interest therein or upon this Mortgage, the Liabilities, or the Note without
regard to any law heretofore or hereafter enacted imposing payment of the whole
or any part thereof upon the Grantee, upon the passage of any law imposing the
payment of the whole or any part thereof upon Grantee, or upon the rendering of
a decision by any court of competent jurisdiction that the undertaking by
Grantor to pay taxes is legally inoperative, then the Liabilities, without
deduction, shall, at the option of the Grantee, become immediately due and
payable, notwithstanding anything contained in this Mortgage or any law
heretofore enacted.
Grantor shall pay or cause all such taxes or levies to be paid within (10)
days after the same are payable and shall provide the Grantee with evidence of
such payment within ten (10) days after Grantee's request therefor.
Notwithstanding the foregoing, such taxes, levies or assessments may be
contested by or on behalf of Grantor in good faith and by appropriate
proceedings provided that payments are made to the extent provided by law and
that the Grantor has made (in the reasonable opinion of the Grantee) adequate
financial provision for any unpaid portion thereof.
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In the event Grantor, at any time or times hereafter, shall fail to pay any
such taxes or assessments or to obtain promptly the discharge of such lien,
Grantor shall so advise Grantee thereof in writing and the Grantee may (but
shall be under no obligation to do so), without waiving or releasing any
obligation or default of Grantor hereunder or any Event of Default hereunder, in
its sole discretion, at any time or times thereafter, make such payment, or any
part thereof, or obtain such discharge and take any other action with respect
thereto which Grantee deems advisable. All sums so paid by Grantee and any
expenses, including reasonable attorneys' fees, court costs, expenses, and other
charges relating thereto, shall be payable by the Grantor, upon demand, and
payment of such sums, together with interest at the default rate provided for in
the Note (which rate shall be computed on the basis of a year of 360 days, but
shall be payable for the actual number of days such sums remain unpaid and which
rate shall hereinafter be referred to as the "Default Rate") shall be secured
hereby to the maximum extent permitted by law.
3. The Grantor, at Grantor's sole cost and expense, shall keep and maintain
the Premises insured for their full insurable value against all risk of physical
loss, including damage by fire, flood, theft, explosion, sprinklers, vandalism,
malicious mischief, and all other hazards and risk ordinarily insured against by
other owners or users of similar properties and notify Grantee promptly of any
event or occurrence causing a material loss or diminution in the value of the
Premises and the estimated (or actual, if available) amount of such loss or
diminution. The Grantor shall also keep and maintain public liability insurance
naming the Grantee as an additional insured, in amounts reasonably satisfactory
to the Grantee. The original or a certified copy of each policy of insurance
shall be delivered to Grantee at the closing of this loan together with evidence
of payment therefor. The original (or certified copy) of any renewal or
replacement policies or a certificate thereof (provided that such certificate is
followed within sixty (60) days by the original or a certified copy of such
renewal or replacement policy) shall be delivered to Grantee not less than ten
(10) days prior to the expiration of any such policies, together with evidence
of payment for such renewal or replacement policies. The provision of such
insurance by other persons, such as tenant, does not release the Grantor from
the aforesaid obligations.
All such policies of insurance shall be subject to the approval of the
Grantee with respect to companies, forms, expiration date, and amount, which
approval shall not be unreasonably withheld. No changes may be made in the
amount of such insurance without Grantee's prior approval, provided that the
amount of insurance coverage may be increased without approval of the Grantee.
Such policies of insurance shall contain an endorsement in form and
substance satisfactory to Grantee, showing loss payable to Grantee. Such
endorsement or an independent instrument furnished to Grantee, shall provide
that the insurance companies will give Grantee at least thirty (30) days' prior
written notice before any such policy or policies of insurance shall be
materially altered or canceled and that no act or default of Grantor or any
other person shall affect the right of Grantee to recover under such policy or
policies of insurance in case of loss or damage. Grantor hereby directs all
insurers under such policies of insurance to pay all proceeds payable thereunder
directly to Grantee and Grantor. Grantor irrevocably makes, constitutes and
appoints
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Grantee (all officers, employees or agents designated by Grantee) at the
Grantee's sole option, as Grantor's true and lawful attorney (and agent-in-fact)
upon the occurrence of, and during the continuation of an Event of Default, as
described in Section 17 hereof, for the purpose of making, settling and
adjusting claims under such policies of insurance, endorsing the name of Grantor
on any check, draft, instrument or other item of payment for the proceeds of
such policies of insurance and for making all determinations and decisions with
respect to such policies of insurance. Provided that the loan secured hereby is
not then in default permitting acceleration by Grantee, and provided repair,
restoration or rebuilding is economically feasible, all proceeds received under
any insurance policy described herein shall be held and applied towards the
repair, restoration or rebuilding of the Premises by Grantor and Grantee shall
cooperate with respect to same.
In the event Grantor, at the time or hereafter, shall fail to obtain or
maintain any of the policies of insurance required above or to pay any premium
in whole or in part relating thereto, then Grantee, without waiving or releasing
any obligation or default by Grantor hereunder, or any Event of Default as
defined herein, may (but shall be under no obligation to do so) at any time or
times thereafter obtain and maintain such policies of insurance and pay such
premium and take such other action with respect thereto which Grantee deems
advisable. All sums so disbursed by Grantee shall be payable by Grantor on
demand, and payment of such sums, together with interest at the Default Rate
shall be secured hereby to the maximum extent permitted by law.
4. The Grantor shall place in escrow with Grantee or shall pay to the
Grantee, concurrently with each installment of interest or payment of principal
and interest payable on the Note, such funds as in Grantee's sole judgment will
enable the Grantee to pay (out of the funds so escrowed or paid to Grantee) at
least thirty (30) days before due, all taxes, assessments and similar charges,
and, upon request of the Grantee, all insurance premiums on or affecting the
Premises. Grantor agrees that any funds deposited with or paid to the Grantee
pursuant to this provision shall create only an indebtedness, and not a trust or
agency relationship, between Grantor and Grantee, which shall be liquidated to
the extent of Grantee's payments as aforesaid. Unless otherwise required by law,
no interest shall be payable on such funds.
5. The Grantor shall comply, in all material respects, with all agreements
to which any portion of the Premises is subject.
6. Except as otherwise permitted in the Loan Agreement, during the term of
the Loan and the Note, the Grantor shall not, without the express written
consent of the Grantee, sell, transfer, or convey the Premises or any part
thereof or any interest, legal or equitable, therein and shall not create or
incur or suffer to be created or incurred or to exist any mortgage, lien, or
other encumbrance on the Premises, except encumbrances as to which Grantee has
given its prior written consent.
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7. Grantor shall comply with all laws, regulations, or requirements of any
governmental agencies relating to the Premises and shall cause any tenant or
tenants in the Premises to do the same.
8. Except as otherwise permitted in the Loan Agreement, the Grantee shall
not be compelled to release, or be prevented from foreclosing or enforcing this
Mortgage upon all or any part of the Premises, unless the entire debt and all
items hereby secured shall be paid in lawful money as aforesaid; and the Grantee
shall not be required to accept any part or parts of the Premises, as
distinguished from the entire whole thereof, as payment of or upon the said debt
to the extent of the value of such part or parts, and shall not be compelled to
accept or allow such apportionment of said debt to or among any separate parts
of the Premises.
9. The Grantor shall immediately pay to the Grantee all sums, including
costs, expenses, and reasonable agents' or attorneys' fees, which the Grantee
may expend or become obligated to pay in any proceedings, legal or otherwise, to
prevent the commission of waste, to establish or sustain the lien of this
Mortgage or its priority, or to defend against liens or encumbrances asserting
priority to this Mortgage (other than those specifically excepted herein which
are limited to the items identified on the schedule of exception to coverage in
the title insurance policy of even date herewith insuring Grantee's interest in
the Premises) or in payment, settlement, discharge or release of any such
asserted lien or encumbrance made upon advice of counsel that the same is or may
be superior or adverse to the lien of this Mortgage; or in connection with any
suit to enforce or foreclose this Mortgage; or to recover any sums hereby
secured. All such sums so paid by the Grantee shall be payable by the Grantor on
demand, and payment of such sums, together with interest at the Default Rate,
shall be secured hereby to the maximum extent permitted by law.
10. No delay or failure of the Grantee to exercise any option herein given
or reserved shall constitute a waiver of such option or estop the Grantee from
afterwards exercising the same or any other option at any time, and the payment
or contracting to pay by the Grantee of anything the Grantor has herein agreed
to pay shall not constitute a waiver of the default of the Grantor from
foreclosing this Mortgage on account of such failure of the Grantor. The rights,
options, powers and remedies herein provided shall be cumulative and no one or
more of them shall be exclusive of the other or others, or of any right or
remedy now or hereafter given or allowed by law.
11. In the event the whole or any part of the Premises shall be taken by
the exercise of the right of condemnation or eminent domain or conveyed in lieu
thereof to those authorized to exercise such right, or by alteration of the
grade of any highway or street or other injury to or decrease in value of the
Premises, all awards and other monies payable to the Grantor on account of such
taking or conveyance shall be payable to the Grantee or to be applied by the
Grantee against the Liabilities in such manner as the Grantee shall deem
advisable.
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The Grantee shall have the right to intervene and participate in any
proceedings for and in connection with any taking, alteration or injury referred
to in this Section 11; provided, however, that if such intervention shall not be
permissible or permitted by the Court, the Grantor shall, at its expense,
consult with the Grantee, its attorneys and experts and make all reasonable
efforts to cooperate with them in any presentation or participation in such
proceedings. The Grantor shall not enter into any agreement for the taking of
the Premises or any part thereof, with any person or persons authorized to
acquire the same by condemnation or eminent domain, unless the Grantee shall
have consented thereto in writing.
For the purpose of effecting the provisions of this Section 11, the Grantor
hereby assigns to the Grantee all of Grantor's right, title, and interest in and
to any and all awards for any occurrences referred to in this Section 11,
subject to the provisions of Section 12 hereof. The Grantor hereby covenants and
agrees, upon request of the Grantee, to make, execute and deliver any and all
assignments and other instruments deemed by the Grantee necessary or desirable
for the purpose of confirming or further evidencing said assignment by the
Grantor of its share of the aforesaid awards to the Grantee, free, clear, and
discharged of any and all encumbrances of any kind or nature whatsoever created
by the Grantor, except as above stated. So long as the Event of Default, as
described in Section 17 hereof has not occurred and is continuing, the Grantee
shall not unilaterally settle any condemnation or eminent domain claim or award.
Provided that the loan secured hereby is not then in default permitting
acceleration by Grantee, and provided repair, restoration or rebuilding is
economically feasible, all proceeds received under any condemnation award
described herein shall be held and applied towards the repair, restoration or
rebuilding of the Premises by Grantor and Grantee shall cooperate with respect
to same.
12. Notwithstanding any taking by eminent domain or conveyance in lieu
thereof, alteration of the grade of any highway or street or other injury to or
decrease in value of the Premises by any public or quasi-public authority or
corporation, the Liabilities shall continue to earn interest at the rate agreed
upon until any such award or payment shall have been actually received by the
Grantee and any reduction in the principal sum resulting from the application by
the Grantee of such award or payment as hereinafter set forth shall be deemed to
take effect only on the date of such receipt. Said award or payment shall,
pursuant to the provisions of Section 11 hereof, at the option of the Grantee,
be applied by the Grantee against the Liabilities in such manner as the Grantee
shall deem advisable. If prior to the receipt by the Grantee of such award or
payment, all or part of the Premises shall have been sold on foreclosure of this
Mortgage (other than a strict foreclosure), the Grantee shall have the right to
receive said award or payment to the extent of any deficiency found to be due
upon such sale, whether or not a deficiency judgment on this Mortgage shall have
been sought or recovered or denied, and of the reasonable counsel fees, costs
and disbursements incurred by the Grantee in connection with the collection of
such award or payment, provided that, if any portion of the award or payment
remains after satisfaction of the deficiency, such portion shall be returned to
the Grantor.
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13. The Grantee shall have the right to visit and inspect the Premises, to
examine the books of account of the Grantor relating thereto, and to discuss
such accounts with the Grantor at all such reasonable times as the Grantee may
request. Upon the commencement of any action to foreclose this Mortgage, the
Grantor shall immediately deliver to the Grantee copies of all sets of plans,
specifications, building drawings, permits, licenses, leases, and other
instruments which Grantor may have in its possession pertaining to the Premises.
14. The Grantor hereby grants and conveys to the Grantee an easement to
enter on and upon the Premises at any time from time to time, after reasonable
notice of at least ten (10) days, for the purpose of making such audit tests,
inspections, and examinations, including subsurface exploration and testing as
the Grantee, in its discretion, deems necessary, or proper to determine whether
the ownership, use, or operation of the Premises and the conduct of the
activities engaged in thereon are in compliance with federal, state and local
environmental laws, rules and regulations. The Grantee, or its authorized agents
or representatives, shall have the right to inspect and copy all of the
Grantor's records relating to environmental matters and to enter all buildings
and facilities of the Grantor for such purpose subject to Grantor's landlord
rights with respect to leased space. Nothing in this Section 14 shall be
construed as creating an obligation on the part of the Grantee to monitor or
inspect said Premises for such purpose or to take any actions with respect to
environmental conditions discovered in connection with such reviews or
inspections. The aforesaid easement may be exercised only if Grantee has actual
knowledge of or objective reason to believe that environmental contamination has
occurred upon the Premises.
15. Except as disclosed in the environmental reports provided by the
Borrower to the Bank, the Grantor warrants and represents to Grantee that all
activities engaged in upon the Premises are in compliance with all federal,
state, and municipal environmental statutes, regulations and ordinances. Grantor
further warrants and represents to the Grantee that there are no conditions
relating to the Premises which may give rise to the Super Lien as defined in
Connecticut General Statutes Sections 22a-45a through c, or which violate, or
with passage of time and/or failure to xxxxx will violate, any federal, state,
or municipal environmental statutes, regulations or ordinances.
16. As further and additional security for the performance of the terms and
conditions of this Mortgage, and for the payment of the Liabilities, the Grantor
hereby assigns, transfers, and sets over to the Grantee, and unto its successors
and assigns, all right, title, and interest of the Grantor in and to each and
every lease or sublease of all or part of the Premises, whether such lease or
sublease is presently existing or hereafter coming into existence, this
assignment to be effective as to all existing leases and subleases.
17. The Grantor agrees that upon the occurrence of any breach or violation
of any provision hereunder, or a default under the Note or Loan Agreement
("Event or Default"), then, at the option of the Grantee, all sums owing from
the Grantor to the Grantee shall become immediately due and payable without the
necessity for demand or notice, and Grantee shall be
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entitled to all rights and remedies provided herein and by law, which remedies
shall be cumulative and not exclusive.
18. THE GRANTOR ACKNOWLEDGES THAT THE WITHIN TRANSACTION IS A COMMERCIAL
TRANSACTION AND, TO THE EXTENT ALLOWED UNDER CHAPTER 903a OF THE CONNECTICUT
GENERAL STATUTES OR BY OTHER APPLICABLE LAW, WAIVES (A) ALL RIGHTS TO PRIOR
NOTICE OF OR HEARING ON ANY PREJUDGMENT REMEDY, WHICH PREJUDGMENT REMEDY MAY
ENABLE GRANTEE BY WAY OF ATTACHMENT, FOREIGN ATTACHMENTS, GARNISHMENTS, REPLEVIN
OR OTHERWISE TO DEPRIVE GRANTOR OF, OR AFFECT ITS USE, POSSESSION OR ENJOYMENT
OF ANY OF ITS PROPERTY AT ANY TIME PRIOR TO JUDGMENT IN ANY LITIGATION
INSTITUTED IN CONNECTION WITH THIS MORTGAGE, THE TRANSACTION OF WHICH THIS
MORTGAGE IS A PART, OR THE LIABILITIES AND (B) ALL RIGHTS TO REQUEST THAT
GRANTEE POST A BOND, WITH OR WITHOUT SURETY, TO PROJECT GRANTOR AGAINST DAMAGES
THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY GRANTEE, AND
GRANTOR CONSENTS TO THE ISSUANCE OF ANY SUCH PREJUDGMENT REMEDY WITHOUT SUCH A
BOND. GRANTOR EXPRESSLY ACKNOWLEDGES THAT IT IS MAKING THIS WAIVER KNOWINGLY AND
WILLINGLY.
THE GRANTOR HEREBY FURTHER AGREES THAT THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF CONNECTICUT OR, IF SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION, THE CONNECTICUT SUPERIOR COURT FOR THE JUDICIAL DISTRICT OF
HARTFORD/NEW BRITAIN AT NEW BRITAIN OR, AT THE OPTION OF THE GRANTEE, ANY COURT
IN WHICH THE GRANTEE SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE GRANTOR
AND THE GRANTEE PERTAINING DIRECTLY OR INDIRECTLY TO THIS MORTGAGE OR TO ANY
MATTER ARISING IN CONNECTION WITH THIS MORTGAGE. THE GRANTOR EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS, HEREBY WAIVING PERSONAL SERVICE OF THE SUMMONS AND
COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREEING THAT SERVICE
OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS, MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RECEIPT OR REFUSAL OF RECEIPT CONFIRMED ADDRESSED
TO THE GRANTOR AT THE ADDRESS SET FORTH HEREIN. THE EXCLUSIVE CHOICE OF FORUM
SET FORTH HEREIN SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT
OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS MORTGAGE TO
ENFORCE THE SAME IN ANY APPROPRIATE JURISDICTION.
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GRANTEE AND GRANTOR IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST GRANTEE OR GRANTOR
WITH RESPECT TO THIS MORTGAGE OR ANY INSTRUMENT, DOCUMENT OR AGREEMENT
EVIDENCING, GOVERNING OR SECURING THIS MORTGAGE OR ARISING OUT OF OR IN
CONNECTION WITH, OR RELATED TO, THE TRANSACTION OF WHICH THIS MORTGAGE IS A PART
OR THE ENFORCEMENT OF GRANTEE'S RIGHTS AND REMEDIES WITH REGARD TO SUCH
TRANSACTION, GRANTOR EXPRESSLY ACKNOWLEDGES THAT IT IS MAKING THIS WAIVER
KNOWINGLY AND WILLINGLY.
19. It is the intent of the parties hereto that this instrument shall
constitute a Security Agreement within the meaning of the Uniform Commercial
Code as then in effect (the "Uniform Commercial Code with respect to all
fixtures, machinery and equipment of the Grantor at any time located in the
Premises and necessary for the operation of the Premises and all replacements
thereof, substitutions therefor and additions and accessions thereto (said
property being sometimes hereinafter referred to as the "Collateral"), and that
a security interest shall attach thereto for the benefit of the Grantee to
secure the Liabilities and all other sums and charges which may become due
hereunder. The Grantor hereby authorized the Grantee to file financing and
continuation statements with respect to the Collateral without the signature of
the Grantor whenever lawful. Upon the occurrence of an Event of Default as
described in Section 17 hereof, the Grantee, pursuant to the Uniform Commercial
Code, shall have the option of proceeding as to both real and personal property
in accordance with its rights and remedies in respect of the real property, in
which event the default provisions of the Uniform Commercial Code shall not
apply. The Grantor agrees that, without the written consent of the Grantee, the
Grantor will not remove or permit to be removed from the Premises or the
improvements thereon any of the Collateral, except for the purpose of replacing
such Collateral with an item of Collateral of equal or greater value. Any
replacements, renewals and additions to or for the Collateral shall become and
be immediately subject to the security interest of this Mortgage and be covered
thereby.
20. This Mortgage cannot be amended, modified or changed except by an
agreement in writing, signed by the party against whom enforcement of the change
is sought.
21. All covenants, conditions and agreements hereof shall bind the
successors and assigns of the Grantor and shall inure to the benefit of and be
available to the successors and assigns of the Grantee.
22. A waiver, in one or more instances of any of the terms and provisions
hereof, shall apply to the particular instance or instances at the particular
time or times only, and shall not be a continuing waiver, and all the terms,
covenants, and agreements herein and all of the terms, covenants and agreements
of the Note and all other instruments and agreements executed and delivered in
connection with any of the Liabilities shall survive and continue to remain in
full force and effect.
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23. As provided in the Note, Grantee may collect a "late charge" not to
exceed an amount equal to five percent (5%) of any installment of interest,
principal, taxes, assessments and insurance which is not paid within ten (10)
days of the due date thereof, to cover the extra expense involved in handling
such delinquent payment.
24. This Mortgage and the Note are to be governed by and construed in
accordance with the laws of the State of Connecticut .
25. This Mortgage is an open-end mortgage and the Holder thereof shall have
all the rights, powers and protection to which the Holder of any open-end
mortgage shall now or hereafter be entitled. As authorized by Connecticut
General Statutes 49-3, as amended, and all other applicable laws and subject to
such limitations as are imposed by law, additional loans or advances are
specifically permitted to be made under this Mortgage up to an authorized
maximum amount of $2,000,000.00 and shall be secured equally with, and with the
same priority over the claims as, the debt secured hereby at the time of
recording this Mortgage.
IN WITNESS WHEREOF, the Grantor has caused this instrument to be duly
executed and delivered as of the 5th day of February, 2001.
Signed, sealed, and delivered
in the presence of:
EDAC TECHNOLOGIES CORPORATION
/s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------- ----------------------------------
Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxxx
Executive Vice President
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
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STATE OF CONNECTICUT )
) ss: Farmington
COUNTY OF HARTFORD )
On this 5th day of February, 2001, before me, the undersigned officer,
personally appeared XXXXXX XXXXXXXXX, who acknowledged himself to be the
Executive Vice President of EDAC TECHNOLOGIES CORPORATION and that he, as such,
being authorized to do so, executed the foregoing instrument for the purposes
contained therein by signing the name of the company by himself as its Executive
Vice President.
/s/ Xxxxxx X. Xxxxxxx
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Commissioner of the Superior Court
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