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MAXIMUM PRINCIPAL AMOUNT OF
UNPAID INDEBTEDNESS IS $300,000,000.00
OPEN-END MORTGAGE, ASSIGNMENT OF RENTS
AND LEASES AND SECURITY AGREEMENT
This Open-End Mortgage, Assignment of Rents and Leases and
Security Agreement (the "Mortgage") is made by JACOR BROADCASTING CORPORATION,
an Ohio corporation ("Mortgagor"), to BANQUE PARIBAS (the "Mortgagee"), as Agent
for the Banks, the Co-Agents and the Interest Rate Providers, as those terms are
defined in that certain Credit Agreement dated February__, 1996 (the "Credit
Agreement") among Jacor Communications, Inc., the Agent and each of The First
National Bank of Boston and Bank of America Illinois, as Co-Agents, as follows:
SECTION 1.
GRANT
1.1 PROPERTY. Mortgagor hereby grants, bargains, mortgages,
warrants, sells, encumbers, conveys, assigns and transfers to Mortgagee, its
successors and assigns forever, all estate, title and interest in and to the
following, now existing or hereafter arising (collectively, "Property");
1.1.1 the real estate described in Exhibit A attached
hereto, all of the estate, title and interest of Mortgagor in law or equity, of,
in and to such real estate and all of the privileges, easements and
appurtenances belonging to such real estate, including
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all heretofore or hereafter vacated streets or alleys which abut such real
estate;
1.1.2 all buildings and improvements of every kind
and description now existing or hereafter placed on such real estate and all
fixtures, machinery, appliances, equipment, furniture and personal property of
every kind whatsoever owned by Mortgagor and located in or on, or attached to,
and used or intended to be used in connection with the operation of such real
estate, buildings, structures or other improvements thereon or in connection
with any construction being conducted or which may be conducted thereon,
including but not limited to the electric, water, laundry, incinerating and
power equipment; engines; pipes; pumps; tanks; motors; conduits; switchboards;
plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating,
ventilating and communications apparatus; boilers, ranges, furnaces, oil burners
or units thereof; radiators; heaters; appliances; air-cooling and air
conditioning apparatus; vacuum cleaning systems; elevators; escalators; shades;
awnings, screens, doors, storm doors and windows; stoves; refrigerators;
attached cabinets; partitions; ducts and compressors; rugs and carpets;
draperies; beds, tables, lamps and all other furniture and furnishings;
1.1.3 all rents, leases, issues and profits arising
out of any of the foregoing, including all insurance policies and payments made
under insurance policies relating to any of the foregoing and judgments, awards
and settlements resulting from any condemnation proceeding or similar taking
against the foregoing property under the power of eminent domain;
1.1.4 Mortgagor's interest in all con- tracts for the
design, development, construction, management, maintenance and/or operation of
such real estate, all licenses and permits therefor (excluding licenses and
permits issued by the FCC (as hereinafter defined) to the
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extent that it is unlawful to grant a mortgage on any such licenses and permits
or to the extent that the grant of any such security interest in any such
license or permit would result in the forfeiture of any such license or permit
or a default under any such license or permit), all bonds assuring payments
thereunder and all books and records related thereto; and
1.1.5 all extensions, additions, improve- ments,
betterments, renewals, substitutions and replace- ments to any of the foregoing,
and the proceeds of all of the foregoing.
1.2 SECURITY. The grant described in Section 1, above, to have
and to hold the Property is given to Mortgagee and its successors and assigns
forever, for the uses and purposes herein set forth to secure the payment
of the Indebtedness as defined in Section 2, below, and the performance of all
obligations of Mortgagor hereunder.
SECTION 2.
INDEBTEDNESS
This conveyance is made to secure the payment of up to Three
Hundred Million Dollars ($300,000,000.00) for any of the following: (a) the
Guaranteed Debt of Mortgagor arising under or defined in that certain Subsidiary
Guaranty (the "Guaranty") of even date herewith made by the Guarantors (as
defined in the Guaranty) in favor of Mortgagee and all extensions and renewals
thereof, all amendments thereto, all advances or expenses of any kind
made by Mortgagee pursuant to the provisions of this Mortgage, and (b) all
obligations of Mortgagor under the (i) Intercompany Acquisition Note and (ii)
the Intercompany Demand Note, each as defined in the Credit Agreement (the
foregoing collectively referred to as the
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"Notes" and, together with the obligations under the Guaranty, as the
"Indebtedness"). The Notes and Guaranty shall hereinafter be referred to
collectively as the "Security Documents." All capitalized terms not otherwise
defined herein shall be defined as set forth in the Credit Agreement. All
references to the Credit Agreement, Notes or Guaranty shall mean the Credit
Agreement, Notes or Guaranty and any amendments made thereto from time to time.
SECTION 3.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Mortgagor covenants, represents, warrants and agrees with
Mortgagee as follows:
3.1 TITLE. Mortgagor is the lawful owner of the Property;
title to the Property is vested in Mortgagor and is free, clear and unencumbered
except for easements, agreements and restrictions of record; Mortgagor has good
right and full power to convey and encumber the Property and to execute this
Mortgage; Mortgagor will make such further assurances of title as Mortgagee may
require; and Mortgagor will warrant and defend the Property against all claims
and demands whatsoever.
3.2 CORPORATE EXISTENCE AND STANDING. Mortgagor is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.
3.3 AUTHORIZATION AND VALIDITY. Mortgagor has the corporate
power and authority and legal right to execute and deliver this Mortgage and to
perform its obligations hereunder. The execution and delivery
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by Mortgagor of the Mortgage and the performance of its obligations hereunder
have been duly authorized by proper corporate proceedings, and this Mortgage
constitutes the legal, valid and binding obligation of Mortgagor enforceable
against Mortgagor in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.
3.4 NO CONFLICT; GOVERNMENT CONSENT. Mortgagor hereby makes
the same representations and warranties to Mortgagee as to itself as are set
forth in Section 5.3 of the Credit Agreement as to the Company and the Subsid-
iaries.
3.5 INDEBTEDNESS. Mortgagor will promptly
pay, or cause to be paid, the Indebtedness when due.
3.6 TAXES. Mortgagor will pay, or cause to be
paid, before they become delinquent:
3.6.1 All of the following (hereinafter collectively
called the "Taxes"): all taxes, assessments and governmental charges and levies
upon it or its income, profits or property, except those that are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with Generally Accepted
Accounting Principles.
3.6.2 On the first day of each month while there
exists any one or more Events of Default (as that term is defined below), a
deposit with Mortgagee equal to one-twelfth of the annual charges, as estimated
by Mortgagee, for the Taxes and premiums for insurance required under Section
3.10, below. Such amount shall be held by or on behalf of Mortgagee and shall be
applied to pay such Taxes and premiums when the same become due. Mortgagee shall
not be required to pay any interest or
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earnings on such sums. Mortgagor hereby pledges all such sums as additional
collateral for the Indebtedness. If the amount held by Mortgagee is not
sufficient to pay the Taxes and premiums when due, Mortgagor shall, promptly
upon request of Mortgagee, pay to Mortgagee any amount necessary to make up such
deficiency.
3.6.3 If Mortgagee is not establishing an escrow for
Taxes, then within 20 days after demand therefor, Mortgagor shall deliver to
Mortgagee the original, or a photostatic copy, of the official receipt
evidencing payment of Taxes or other proof of payment satisfactory to Mortgagee.
Notwithstanding the provisions of Section 3.6.1, any tax or special assessment
which is a lien on the Property may be paid in installments provided that each
installment is paid on or prior to the date when the same is due without the
imposition of any penalty.
3.7 COMPLIANCE WITH LAWS. Mortgagor will comply or cause
compliance with all laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject in accordance with
Section 6.7 of the Credit Agreement.
3.8 CONDITION OF PROPERTY. Mortgagor will do all things
necessary to maintain, preserve, protect and keep the Property in good repair,
working order and condition in accordance with Section 6.8 of the Credit
Agreement.
3.9 IMPROVEMENTS. Mortgagor will not remove or demolish, or
suffer or permit others to remove or demolish, any improvements installed or
placed on the Property (other than tenant improvements or other improvements
minor in nature to Mortgagor's business operations) or, subject to the
provisions of Section 3.8, cause or permit such improvements to be materially
changed or altered without the prior written consent of Mortgagee not to be
unreasonably withheld, as well as
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Mortgagee's prior written consent to the plans and specifications relating
thereto, and Mortgagor will not institute or cause to be instituted any
proceedings that could change the permitted use of the Property from the use
presently zoned.
3.10 INSURANCE. Mortgagor will maintain with financially sound
and reputable insurance companies insurance on the Property, including fixtures
and all personal property owned by Mortgagor and used in the operation of the
Property, in accordance with Section 6.6 of the Credit Agreement, subject to the
following terms and conditions:
3.10.1 Such insurance shall contain a provision
requiring that the coverage evidenced thereby shall not be terminated or
materially modified without 30 days' prior written notice to Mortgagee. If
Mortgagor fails to carry any insurance required to be carried by Mortgagor under
the terms of this Mortgage, Mortgagee, at its option, may procure and maintain
such insurance and Mortgagor will promptly reimburse Mortgagee for any premiums
paid by Mortgagee for such insurance. The originals or appropriate certificates
of all policies of insurance required to be carried under this Mortgage, bearing
notations evidencing the payment of premiums or accompanied by other evidence
satisfactory to Mortgagee of such payment, shall be delivered to Mortgagee
concurrently with the execution and delivery hereof. Mortgagor shall deliver to
Mortgagee a new policy (or certificate, in the case of insurance for which only
certificates have been previously furnished) bearing such notation or
accompanied by such other evidence as replacement for any expiring policy at
least 30 days before the date of such expiration.
3.10.2 All policies of insurance required by this
Section 3.10 shall contain a lender's loss payee endorsement in favor of
Mortgagee and a waiver of
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insurer's right of subrogation against funds paid under the lender's loss payee
endorsement. In case of a loss payable under such insurance for damage to or
destruction of the Property, the right to adjust all claims under such insurance
policies (jointly with Mortgagor), and the application of the proceeds of any
such claim, are assigned to Mortgagee. Mortgagor hereby assigns to Mortgagee all
amounts recoverable under any such policy. Except as may be otherwise provided
in tenant leases approved by the Mortgagee, the amount collected by Mortgagee,
at the option of Mortgagee, may be used in any one or more of the following
ways: (i) applied to the payment of any sums then in default to Mortgagee
hereunder; (ii) used to fulfill any of the covenants contained herein which
Mortgagor has failed to fulfill, as Mortgagee may determine; (iii) unless the
insurer denies liability to any insured, used to restore the Property to a
condition satisfactory to Mortgagee on such terms and conditions as Mortgagee
may determine; (iv) released to Mortgagor; and (v) applied upon the Indebtedness
if the Indebtedness is then matured. Provided that there is no continuing Event
of Default hereunder, in the event of casualty causing less than $100,000 in
damage, the insurance proceeds will be disbursed to Mortgagor for repair or
restoration of the Property. Mortgagee is hereby irrevocably appointed by
Mortgagor as attorney-in-fact of Mortgagor to assign any policy in the event of
the foreclosure of this Mortgage or other extinguishment of the Indebtedness,
and Mortgagor shall have no right to reimbursement for premiums unearned at the
time of any such assignment.
3.10.3 In the event of a conflict between
any provisions of section 3.10 and the terms of the Subsidiary Security
Agreement, as defined in the Credit Agreement, relating to insurance, the
provision in the Subsidiary Security Agreement will control.
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3.11 SALE, TRANSFER OR ENCUMBRANCE. Except as otherwise
permitted in the Credit Agreement, Mortgagor will not further mortgage, sell or
convey, grant a deed of trust, pledge, grant a security interest in, execute a
land contract or installment sales contract, or otherwise dispose of, further
encumber or suffer the encumbrance of, whether by operation of law or otherwise,
any or all of its interest in the Property without Mortgagee's prior written
consent.
3.12 MECHANICS' LIENS. Except as otherwise permitted in the
Credit Agreement, Mortgagor will keep and maintain the Property free from all
liens of persons supplying labor and materials for the construction,
modification, repair or maintenance of any building or improvements whether on
the Property or not.
3.13 EMINENT DOMAIN. All awards heretofore or
hereafter made by any public or quasi-public authority to the present and any
subsequent owner of the Property by virtue of an exercise of the right of
eminent domain by such authority, including any award for a taking of title,
possession or right of access to a public way, or for any change of grade of
streets affecting the Property, are hereby assigned to Mortgagee and Mortgagee,
at its option, is hereby authorized, directed and empowered to collect and
receive the proceeds of any such award from the authorities making the same and
to give proper receipts and acquittances therefor, and, at Mortgagee's election,
may use such proceeds in any one or more of the following ways: (a) use the same
or any part thereof to fulfill any of the covenants contained herein which
Mortgagor has failed to fulfill, as Mortgagee may determine, (b) use the same or
any part thereof to replace or restore the Property to a condition satisfactory
to Mortgagee, (c) apply the same against the Indebtedness if the Indebtedness is
then matured, or (d) release the same to Mortgagor. Mortgagee will have the
right to intervene and participate (jointly with Mortgagor) in any proceed-
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ings for and in connection with any such taking. Upon request of Mortgagee,
Mortgagor will make, execute and deliver all assignments and other instruments
sufficient for the purpose of assigning all such awards to Mortgagee free, clear
and discharged of all encumbrances. Provided that there is no continuing Event
of Default hereunder, in the event of a taking by condemnation or eminent domain
resulting in an award of less than $100,000, the award will be disbursed to
Mortgagor for restoration of the Property (to the extent required for such
restoration).
3.14 UNPAID TAXES. In the event that any governmental agency
claims that any tax or other governmental charge or Tax is due, unpaid or
payable by Mortgagor or Mortgagee upon the Indebtedness (other than income tax,
franchise tax or similar tax on the interest or premium receivable by Mortgagee
under the Credit Agreement) and including any recording tax, documentary stamps
or other tax or imposition on the Notes or this Mortgage; Mortgagor forthwith
will pay such tax in accordance with Sections 9.3 and 9.7 of the Credit
Agreement and, within a reasonable time thereafter, deliver to Mortgagee
satisfactory proof of payment thereof or if Mortgagor is contesting the same in
good faith, Mortgagor will establish with the Mortgagee security in form,
substance and amount reasonably acceptable to the Mort- gagee for the payment
thereof.
3.15 ENVIRONMENTAL MATTERS. Mortgagor hereby makes the same
representations and warranties to Mortgagee as to itself and the Property as are
set forth in Section 5.8 of the Credit Agreement as to the Company and the
Subsidiaries and the property owned or leased by any of them, and Mortgagor
hereby agrees to indemnify Mortgagee as to Environmental Claims in accordance
with Section 9.7 of the Credit Agreement.
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SECTION 4.
ASSIGNMENT OF RENTS AND LEASES
4.1 ASSIGNMENT. Mortgagor hereby transfers and assigns to
Mortgagee all present and future leases of any part of the Property where the
gross annual rental of such Property equals or exceeds $50,000 (the "Leases"),
all guarantees of any lessee's performance thereunder, and all rents, income,
revenues and profits arising out of the Property, all as further security for
the payment of the Indebtedness. The rights assigned hereunder include but are
not limited to all of Mortgagor's rights (a) to make material modifications of
the Leases; (b) to terminate or to accept the surrender thereof; (c) to waive or
release the lessees from the observance or performance by the lessees of any
material covenant or condition of the Leases; and (d) to give any consent to any
assignment of the Leases or any sublease of any part of the Property.
4.2 DUTIES OF MORTGAGOR. Mortgagor will observe and perform
all covenants and conditions to be observed or performed by the lessor under the
Leases and enforce the observance and performance of the Leases by the lessees.
Mortgagor will not cancel, surrender, terminate, or materially alter, amend or
modify any Leases, release any party liable thereunder or consent to the
assignment of the interests of any lessees without the prior written consent of
Mortgagee which consent will not be unreasonably withheld; and Mortgagee will be
deemed to have consented to any such items if Mortgagee fails to object thereto
within 5 days of receipt of a written request for Mortgagee's consent.
4.3 RIGHTS OF MORTGAGEE. If Mortgagor fails to observe or
perform any covenant or condition to be observed or performed by Mortgagor under
any of the Leases, Mortgagee, without obligation to do so and without re-
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leasing Mortgagor from its obligation to do so, may, upon 10 days' prior written
notice to Mortgagee, perform such covenant or condition and, to the extent that
Mortgagee incurs any costs or pays any monies in connection therewith, including
any costs or expenses of litigation, the costs and expenses will be due on
demand and will be included in the indebtedness secured hereby and will bear
interest from the incurring or payment thereof at the rate equal to four percent
(4%) per annum in excess of the Eurodollar Base Rate but not less than eighteen
percent (18%) per annum and not more than the highest rate permitted by
applicable law (the "Default Rate").
4.4 INDEMNIFICATION. Mortgagee will not be obligated to
perform or discharge any obligation or duty of Mortgagor under any of the
Leases, and the acceptance of this Assignment does not constitute an assumption
of any such obligation or duty. Mortgagee will not be deemed to have any
responsibility for the control, care, management or repair of the Property or
any responsibility or liability for any negligence in the management, operation,
upkeep, repair or control of the Property resulting in loss, injury or death to
any lessee, licensee, employee, stranger or other person. Mortgagor will
indemnify and hold Mortgagee harmless against all liabilities, losses and
damages that Mortgagee may incur under the Leases or under or by reason of this
assignment except for Mortgagee's grossly negligent acts or liabilities, losses
and damages arising out of Mortgagee's possession or control of the Property.
4.5 RENT. Provided that no Event of Default exists, Mortgagor
will have the right to collect all rents under any Lease, provided that upon the
occurrence and continuance of an Event of Default, Mortgagee may take
such actions with respect to the Leases and the rents, issues and profits
(includ-
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ing the notification to lessees to make rent payments directly to Mortgagee)
from the Property, as permitted by law or in equity, including, but not limited
to, the remedies set forth in Section 6, below.
4.6 CONTRACTS. Mortgagor shall not enter into any contract for
the management of the Property or appoint a rental agent for the Property
without the prior written consent of Mortgagee.
SECTION 5.
UNIFORM COMMERCIAL CODE SECURITY AGREEMENT
5.1 SECURITY AGREEMENT. This instrument is intended to be a
security agreement pursuant to the Uniform Commercial Code for any of the items
specified above as part of the Property which may be subject to a security
interest pursuant to the applicable version of the Uniform Commercial Code, and
Mortgagor hereby grants the Mortgagee a security interest in such items.
5.2 FILINGS. Mortgagor agrees that this instrument, or a
reproduction thereof, may be filed in the real estate records or other
appropriate index as a financing statement for any of the items specified above
(including fixtures) as part of the Property. Any reproduction of this
instrument or of any other security agreement or financing statement shall be
sufficient as a financing statement. Mortgagor agrees to execute and deliver to
the Mortgagee upon request, any financing statements, as well as extensions,
renewals and amendments thereof, and reproductions of this instrument in such
form as the Mortgagee may require to perfect a security interest with respect to
said items. Mortgagor shall pay all costs of filing such financing statements
and any extensions, renewals, amendments and releases thereof, and shall pay all
reasonable costs and expenses of any record searches for financing statements
the Mortgagee may require.
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5.3 OTHER LIENS. Without the prior written consent of
Mortgagee, Mortgagor shall not create or suffer to be created any Lien in, of or
on any of the property or assets of Mortgagor except for Liens permitted under
Section 6.17 of the Credit Agreement and except for purchase money security
interests in or leases of equipment. Mortgagor shall keep its books, records and
documents concerning the Property available for inspection in accordance with
Section 6.9 of the Credit Agreement.
5.4 CONTRACTS. Mortgagor will observe and perform all
covenants and conditions to be performed by Mortgagor under any contracts which
are included within the Property, will enforce such contracts, will not
materially modify such contracts, terminate such contracts or release parties
thereto without consent of the Mortgagee and will not assign or encumber its
interest therein. The assignment and grant of a security interest in the
Property does not constitute an assumption by Mortgagee of an obligation or duty
thereunder.
5.5 REMEDIES. Upon the occurrence and continuance of any Event
of Default, Mortgagee shall have the remedies of a secured party under the
Uniform Commercial Code and, at Mortgagee's option, may also invoke the remedies
provided in this instrument, the Loan Documents and under applicable law. In
exercising any of said remedies, Mortgagee may proceed against the items of real
property and any items of personal property specified above as part of the
Property separately or together and in any order whatsoever, without in any way
affecting the availability of Mortgagee's remedies under the Uniform Commercial
Code or of the remedies in this instrument. Taking possession of any of the
Property and the performance of the obligations of Mortgagor thereunder will not
operate to cure or waive any Event of Default or prohibit the taking of any
other action by Mortgagee under any
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instrument or at law or in equity to enforce the payment of the Indebtedness or
to realize upon any other security or guarantee therefor. Mortgagee may, so far
as Mortgagor can give authority therefor, enter upon any premises on which the
Property or the books and records relating to the Property are located and take
possession of and remove the same therefrom. Mortgagor waives all claims for
damages by reason of any seizure, repossession, retention or sale of the
Property under the terms hereof. Any requirement of reasonable notice, if
necessary, will be met if such notice is mailed, postage prepaid, to the address
of Mortgagor shown in section 7.7 below, at least 10 days before the time of the
sale or other disposition of the Property. The net proceeds arising from the
disposition of the Property, after deducting Mortgagee's expenses, will be
applied to the Indebtedness in the order determined by Mortgagee. If any excess
remains after the discharge of all for the Indebtedness and the payment of all
such expenses, it will be paid to Mortgagor.
5.6 CONFLICTS. In the event of any conflict between this
Section and the Subsidiary Security Agreement (as defined in the Credit
Agreement) the provision in the Subsidiary Security Agreement shall control.
SECTION 6.
DEFAULT; REMEDIES
6.1 EVENTS OF DEFAULT. The entire Indebtedness shall become
due, at the option of Mortgagee, if any one or more of the following events
(each an "Event of Default") shall occur and be continuing beyond any applicable
grace or notice period:
6.1.1 Default (as defined therein) occurs under the
Credit Agreement or a default or Default (as
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defined therein) occurs under any other instrument now or hereafter securing the
Indebtedness; or
6.1.2 The breach by Mortgagor of any covenant
contained in Section 3 herein or any representation or warranty made or deemed
made by or on behalf of Mortgagor to Mortgagee in Section 3 herein is materially
false on the date as of which it was made; or
6.1.3 The breach by Mortgagor of any of its
obligations contained in Sections 4 or 5 herein.
6.2 REMEDIES. At any time while there exists an Event of
Default, Mortgagee shall have all rights and remedies provided at law or in
equity or under this Mortgage, including the right to accelerate the maturity of
the Indebtedness and the right to foreclose the lien of this Mortgage.
6.2.1 Upon the occurrence of an Event of Default,
Mortgagee shall have the right to exercise all rights and remedies provided by
law or in equity to which Mortgagee is entitled, including, without limiting the
generality of the foregoing, the right to declare the Indebtedness and all sums
due or to become due under this Mortgage and the Guaranty to be accelerated and
to be due and payable in full.
6.2.2 Upon the occurrence of any one or more Events
of Default, Mortgagee in accordance with the Credit Agreement, may, in addition
to any rights or remedies available to it hereunder or under the other Security
Documents and to the extent permitted by applicable law, take such action
personally or by its agents or attorneys, with or without entry, and without
notice, demand, presentment or protest (each and all of which are hereby
waived), as it deems necessary or advisable to protect and enforce its rights
and remedies against Mortgagor and in and to the Property, including the
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following actions, each of which may be pursued concurrently or otherwise, in
its sole discretion, without impairing or otherwise affecting its other rights
or remedies:
(a) declare the entire balance of the Indebtedness to
be immediately due and payable, and upon any such declaration, the entire unpaid
balance of the Indebtedness shall become and be immediately due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by Mortgagor, anything in any other Security
Documents to the contrary notwithstanding; or
(b) institute a proceeding or proceedings, judicial
or otherwise, for the complete or partial foreclosure of this Mortgage under any
applicable provi- sion of law; or
(c) sell (the power of sale, if permitted and
provided by applicable law, being expressly granted by Mortgagor to Mortgagee)
the Property, and all estate, right, title, interest, claim and demand of
Mortgagor therein, and all rights of redemption thereof, at one or more sales,
as an entirety or in parcels, with such elements of real and/or personal
property, and at such time and place and upon such terms as it may deem
expedient, or as may be required by applicable law, and in the event of a sale,
by foreclosure or otherwise, of less than all of the Property, this Mortgage
shall continue as a lien and security interest on the remaining portion of the
Property; or
(d) institute an action, suit or proceeding in equity
for the specific performance of any of the provisions contained in the Security
Documents; or
(e) apply for the appointment of a re-
ceiver, custodian, trustee, liquidator or conservator of
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the Property to be vested with the fullest powers permitted under applicable
law, as a matter of right and without regard to, or the necessity to disprove,
the adequacy of the security for the Indebtedness or the solvency of Mortgagor
or any other person liable for the payment of the Indebtedness, and Mortgagor
and each such person liable for the payment of the Indebtedness consents or
shall be deemed to have consented to such appointment; or
(f) enter upon the Property, and exclude Mortgagor
and its agents and servants wholly therefrom, without liability for trespass,
damages or otherwise, and take possession of all books, records and accounts
relating thereto and all other Property, and Mortgagor agree to surrender
possession of the Property and of such books, records and accounts to Mortgagee
on demand after the happening of any Event of Default; and having and holding
the same may use, operate, manage, preserve, control and otherwise deal
therewith and conduct the business thereof, either personally or by its
superintendents, managers, agents, servants, attorneys or receivers, without
interference from Mortgagor; and upon each such entry and from time to time
thereafter Mortgagee may, at the expense of Mortgagor and the Property, without
interference by Mortgagor and as Mortgagee may deem advisable, (A) insure or
reinsure the Property, (B) make all necessary or proper repairs, renewals,
replacements, alterations, additions, betterments and improvements thereto and
thereon and (C) in every such case in connection with the foregoing have the
right to exercise all rights and powers of Mortgagor with respect to the
Property, either in Mortgagor's name or otherwise; or
(g) with or without the entrance upon the Property,
collect, receive, xxx for and recover it in its own name all rents and cash
collateral derived from the Property, and after deducting therefrom all costs,
expenses and liabilities of every character incurred by Mortgagee in controlling
the same and in using, operat-
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ing, managing, preserving and controlling the Property, and otherwise in
exercising Mortgagee rights under subsection (vi) of this Section, including all
amounts necessary to pay Impositions, insurance premiums and other charges in
connection with the property, as well as compensation for the services of
Mortgagee and its respective attorneys, agents and employees, to apply the
remainder as provided herein and in the Loan Agreement;
or
(h) release any portion of the Property for such
consideration as Mortgagee may require without, as to the remainder of the
Property, in any way impairing or affecting the position of any subordinate
lienholder with respect thereto, except to the extent that the Indebtedness
shall have been reduced by the actual monetary consideration, if any, received
by Mortgagee for such release and applied to the Indebtedness, and may accept by
assignment, pledge or otherwise any other property in place thereof as Mortgagee
may require without being accountable for so doing to any other lienhold- er; or
(i) Mortgagee may institute a proceeding or
proceedings to eject Mortgagor from possession of the Property and to obtain
possession of the Property by Mortgagee, with or without instituting a
foreclosure proceeding.
(j) take all actions permitted under the Uniform
Commercial Code in effect in the State in which the Property is located; or
(k) take any other action, or pursue any other right
or remedy, as Mortgagee may have under applicable law, and Mortgagor does hereby
grant the same to Mortgagee.
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6.3 MORTGAGEE'S CAUSE OF ACTION. Mortgagee shall have the
right, from time to time, to bring an appropriate action to recover any sums
required to be paid by Mortgagor under the terms of this Mortgage, the Note or
the Guaranty, as they become due, without regard to whether or not the principal
indebtedness or any other sums secured by the Note, the Guaranty, and this
Mortgage shall be due, and without prejudice to the right of Mortgagee
thereafter to institute foreclosure or otherwise dispose of the Property or any
part thereof, or any other action, for any default by Mortgagor existing at the
time the earlier action was commenced.
6.4 COSTS AND EXPENSES. At any time after the Indebtedness
hereby secured shall become due, whether by acceleration or otherwise, Mortgagee
shall have the right to foreclose the lien hereof. In any suit to foreclose such
lien, there shall be allowed and included as additional Indebtedness in the
decree of sale, to the extent permitted by law, all expenditures and expenses
that may be paid or incurred by or on behalf of Mortgagee for attorneys' fees,
court costs, appraisers' fees, sheriff's fees, documentary and expert evidence,
stenographers' charges, publication costs and such other costs and expenses as
Mortgagee may deem reasonably necessary to prosecute such suit or to evidence to
bidders at any sale that may be had pursuant to such decree the true condition
of the title to or the value of the Property. To the extent permitted by law,
all such expenditures and expenses shall become additional Indebtedness secured
hereby and shall be due and payable on demand with interest thereon from the
date of expenditure at a rate per annum six percent (6%) in excess of the prime
commercial rate of The Fifth Third Bank then in effect and in addition shall
include expenditures and expenses incurred by Mortgagee in connection with (a) a
foreclosure proceeding; (b) any proceeding to which Mortgagee shall be a party,
either as plaintiff, claimant or defendant, by reason of this Mortgage or any of
the Indebtedness; (c)
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preparations for the commencement of any suit for foreclosure hereby after
accrual of such right to foreclosure, whether or not actually commenced; or (d)
preparation for the defense of or investigation of any threatened suit, claim or
proceeding that might affect the Property, whether or not actually commenced.
6.5 NO MERGER. It is the intention of the parties hereto that
if the Mortgagee shall at any time hereafter acquire title to all or any portion
of the Property, then, and until the Indebtedness secured hereby has been paid
in full, the interest of the Mortgagee hereunder and the lien of this Mortgage
shall not merge or become merged in or with the estate and interest of the
Mortgagee as the holder and owner of title to all or any portion of the
Property, and that, until such payment, the estate of the Mortgagee in the
Property, and the lien of this Mortgage and the interest of the Mortgagee
hereunder shall continue in full force and effect to the same extent as if the
Mortgagee had not acquired title to all or any portion of the Property.
Furthermore, if the estate of the Mortgagor shall be a lease-hold, unless the
Mortgagee shall otherwise consent, the fee title of the Property Lease shall not
merge but shall always be kept separate and distinct, notwithstanding the union
of said estates either in the ground lessor or in the fee owner, or in a third
party, by purchase or otherwise. If, however, the Mortgagee shall be requested
to and/or shall consent to such merger or such merger shall nevertheless occur
without its consent, then this Mortgage shall attach to and cover and be a lien
upon the fee title or any other estate, title or interest in the Property
demised under the ground lease acquired by the fee owner and the same shall be
considered and granted, released, assigned, transferred, pledged, enfeoffed, and
set over to the Mortgagee and the lien hereof spread to cover such estate with
the same force and effect as though specifically herein granted, released,
assigned, transferred, pledged, enfeoffed, set over and spread.
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6.6 WAIVERS. The failure of Mortgagee to exercise either or
both of its options to accelerate the maturity of the Indebtedness and to
foreclose the lien hereof following any Event of Default, or to exercise any
other option granted to Mortgagee of partial payments of such Indebtedness,
shall neither constitute a waiver of any such Event of Default or of Mortgagee's
options hereunder nor establish, extend or affect any grace period for payments
due under the Notes, but such options shall remain continuously in force.
Acceleration of maturity, once claimed hereunder by Mortgagee, may, at
Mortgagee's option, be rescinded by written acknowledgment to that effect by
Mortgagee and shall not affect Mortgagee's right to accelerate maturity upon or
after any future Event of Default.
6.7 EXPENSES. In any proceeding to foreclose the lien of this
Mortgage or enforce any other remedy of Mortgagee under the Notes, this
Mortgage, the Credit Agreement, the Guaranty or any other document securing the
Indebtedness, or in any other proceeding whatsoever in connection with any of
the Property in which Mortgagee is named as a party, there shall be allowed and
included, as additional Indebtedness in the judgment or decree resulting
therefrom, all reasonable expenses paid or incurred in connection with such
proceeding by or on behalf of Mortgagee constituting attorneys' fees,
appraisers' fees, outlays for documentary and expert evidence, stenographers'
charges, publication costs, survey costs, and costs (which may be estimated as
to items to be expended after entry of such judgment or decree) or procuring all
abstracts of title, title searches and examinations, title insurance policies,
Torrens certificates and any similar data and assurances with respect to title
to the Property as Mortgagee may deem reasonably necessary either to prosecute
or defend in such proceeding or to evidence to bidders at any sale pursuant to
such decree the true condition of the title
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to or value of the premises or the Property. All expenses of the foregoing
nature, and such expenses as may be incurred in the protection of any of the
Property and the maintenance of the lien of this Mortgage thereon, including,
without limitation, the fees of any attorney employed by Mortgagee in any
litigation affecting the Notes, this Mortgage or any of the Property, or in
preparation for the commencement or defense of any proceeding or threatened suit
or proceeding in connection therewith, shall be immediately due and payable by
Mortgagor with interest thereon at the Default Rate.
6.8 PROCEEDS. The proceeds of any foreclosure sale of the
Property, or any part thereof, shall be distributed and applied in the following
order of priority: (a) on account of all reasonable costs and expenses incident
to the foreclosure proceedings, including all such items as are mentioned in
Section 6.4 hereof; (b) all other items that, under the terms of this Mortgage,
constitute Indebtedness additional to that evidenced by the Guaranty, with
interest thereon at the Default Rate; (c) all principal and interest remaining
unpaid under the Guaranty, in the order of priority specified by Mortgagee in
its sole discretion; and (d) the balance to Mortgagor or its successors or
assigns, as its interests may appear.
6.9 ADDITIONAL REMEDIES. If an Event of Default shall have
occurred and be continuing Mortgagee, at its option, in addition to the other
remedies provided herein or in law or equity, may proceed to enter upon, take
possession of, and manage and operate the Property and may proceed to perform
any or all obligations of Mortgagor under the Leases, and exercise the rights of
Mortgagor contained therein as fully as Mortgagor itself could, without regard
to the adequacy of security for the Indebtedness and with or without bringing
any legal action or causing any receiver to be appointed by any court; may let
or re-let the Property or any part thereof
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and enforce, modify, cancel or accept the surrender of any of the Leases; may
bring or defend any suits in connection with the possession of the Property or
any part thereof, in the name of either Mortgagor or Mortgagee; may make such
repairs as Mortgagee may deem appropriate; may pay out of rents, income or
profits any liens, taxes, assessments, insurance premiums, utility charges or
costs of keeping the Property in good condition and repair; may in the name of
either Mortgagor or Mortgagee xxx for or otherwise collect and receive all
rents, issues and profits, including those past due and unpaid; and may do all
other things Mortgagee may deem necessary or proper to protect its security.
Entry upon and taking possession of the Property and the collection of the rents
and the application thereof will not operate to cure or waive any default under
any Loan Documents to which Mortgagor is a party or prohibit the taking of any
other action by Mortgagee under any such Loan Document, or at law or in equity
to enforce the payment of the Indebtedness or to realize on any other security
or guarantee.
6.10 RECEIVERS. Upon or at any time while there exists an
Event of Default, Mortgagee may request the appointment of a receiver of the
Property. Such appointment may be made either before or after any foreclosure
action or sale, without notice and without regard to the solvency or insolvency,
at the time of application for such receiver, of the person or persons, if any,
liable for the payment of the Indebtedness without regard to the value of the
Property at such time and whether or not the same is then occupied as a
homestead and without bond being required of the applicant. Such receiver shall
have the power to take possession, control and care of the Property and to
collect all rents, issues, deposits and profits thereof.
6.11 RIGHTS OF MORTGAGEE. If Mortgagor fails to pay any Taxes
or to make any other payment required to
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be paid by Mortgagor at the time and in the manner provided in this Mortgage, or
if any Event of Default occurs and is continuing, then without limiting the
generality of any other provision of this Mortgage and without waiving or
releasing Mortgagor from any of its obligations hereunder, Mortgagee shall have
the right, but shall be under no obligation, to pay any Taxes or other payment,
or such sums due under this Mortgage, and may perform any other act or take such
action as may be appropriate to cause such other term, covenant, condition or
obligation to be promptly performed or observed on behalf of Mortgagor, provided
that, unless in Mortgagee's judgment the sending of a 10-day notice shall impair
the security for the lien of the Mortgage, Mortgagee shall give Mortgagor 10
days' prior written notice prior to making any such payment. In any such event,
Mortgagee and any person designated by Mortgagee shall have, and is hereby
granted, the right to enter upon the Property at any time and from time to time
for the purpose of performing any such act or taking any such action, and all
monies expended by Mortgagee in connection with making such payment or
performing such act (including, but not limited to, legal expenses and
disbursements), together with interest thereon at the Default Rate, from the
date of each such expenditure, shall be paid by Mortgagor to Mortgagee forthwith
upon demand by Mortgagee and shall be secured by this Mortgage.
SECTION 7.
MISCELLANEOUS
7.1 RIGHTS CUMULATIVE. The rights of Mortgagee arising under
the provisions and covenants contained in this Mortgage and the Notes and other
documents securing the Indebtedness or any part thereof shall be separate,
distinct and cumulative and none of them shall be exclusive of the others. No
act of Mortgagee shall be
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construed as an election to proceed under any one provision herein or in such
other documents to the exclusion of any other provision, anything herein or
otherwise to the contrary notwithstanding.
7.2 WAIVERS. A waiver in one or more instances of any of the
terms, covenants, conditions or provisions hereof, or of the Notes or any
documents securing the Indebtedness or any part thereof, shall apply to the
particular instance or instances and at the particular time or times only, and
no such waiver shall be deemed a continuing waiver, but all of the terms,
covenants, conditions and other provisions of this Mortgage and of such other
documents shall survive and continue to remain in full force and effect. No
waiver shall be asserted against Mortgagee unless in writing signed by
Mortgagee.
7.3 TITLES. The titles to the Sections hereof are for
reference only and do not limit in any way the content thereof.
7.4 AMENDMENTS. No change, amendment, modification,
cancellation or discharge hereof, or any part hereof, shall be valid unless in
writing and signed by the parties hereto or their respective successors and
assigns.
7.5 GOVERNING LAW. This Mortgage shall be construed,
interpreted, enforced and governed by and in accordance with the law of the
State of Illinois. Notwithstanding the foregoing, the internal laws of the State
of Ohio shall govern the lien priority and validity of this Mortgage and
procedures with respect to the enforcement thereof.
7.6 OTHER LIENS. It is agreed that the lien hereby created
shall take precedence over and be a prior lien to any other lien of any
character whether vendor's, materialmen's or mechanic's lien hereafter created
on the
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Property, and in the event the proceeds of the Indebtedness as set forth
herein are used to pay off and satisfy any liens heretofore existing on the
Property (other than Liens permitted under Section 6.17 of the Credit
Agreement), then Mortgagee is, and shall be, subrogated to all of the rights,
liens and remedies of the holders of the lien so satisfied.
7.7 NOTICES. All notices, demands and requests given or
required to be given by either party hereto to the other party shall be in
writing and shall be deemed to have been properly given if sent by certified
mail, postage prepaid, return receipt requested, addressed as follows:
To Mortgagor at: Jacor Broadcasting Corporation
c/o Jacor Communications, Inc.
1300 PNC Center
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: R. Xxxxxxxxxxx Xxxxx
Copy to: Xxxxxx X. X'Xxxxxxx, Xx., Esq.
Xxxxxxx Head & Xxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxx 00000
To Mortgagee at: Banque Paribas
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Xxxx Xxxxxx
Copy to: Xxxxxxx X. Xxxxxxxxx, Esq.
Skadden, Arps, Slate, Xxxxxxx
& Xxxx
333 West Xxxxxx Drive
Suite 2100
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Xxxxxxx, Xxxxxxxx 00000
or to such other address as Mortgagor or Mortgagee may from time to time
designate by ten (10) days' written notice.
7.8 CONSTRUCTION. Any words herein which are used in one
gender shall be read and construed to mean or include the other genders wherever
they would so apply. Any words herein which are used in the singular shall be
read and construed to mean and to include the plural wherever they would so
apply, and vice versa.
7.9 WAIVERS BY MORTGAGOR. Mortgagor hereby expressly waives,
to the extent permitted by law, the equity of redemption, any statutory right of
redemption, dower and homestead and all other rights and exemptions of every
kind in and to the Property.
7.10 INTEREST, VARIABLE RATE. The rate of interest payable on
the outstanding principal balance due under the Notes, the payment of which is
guaranteed by Mortgagor under the Guaranty, as accrued interest each month,
could change from time to time as provided in the Credit Agreement. If from any
circumstances whatsoever the fulfillment of any provision of this instrument
involves transcending the limit of validity prescribed by any applicable usury
statute or any other applicable law (it being the intention of Mortgagor and
Mortgagee that the applicable usury laws of Illinois will govern) with regard to
obligations of like character and amount, then the obligation to be fulfilled
will be reduced to the limit of such validity as provided in such statute or
law, so that in no event will any exaction of interest be possible under this
instrument in excess of the limit of such validity. In no event will Mortgagor
be bound to pay interest of more than the legal limit for the use, forbearance
or detention of money and the right to demand any such excess is hereby
expressly waived by Mortgagee.
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7.11 RELEASES. Mortgagor agrees that Mortgagee, without notice
to or further consent of Mortgagor, may release or discharge any persons who are
or may become liable for the payment of the Indebtedness or release or discharge
any other collateral for the payment of the Indebtedness and any such release or
discharge shall not alter, modify, release or limit the validity and
enforceability of this Mortgage or the liability of Mortgagor under the
Indebtedness or this Mortgage.
7.12 FCC CONSENT. Notwithstanding anything to the contrary
contained herein or in any other agreement, instrument or document executed by
Mortgagor and other parties and delivered to Mortgagee, Mortgagee will not take
any action pursuant to this Mortgage that would constitute or result in any
assignment of license or any change of control of Mortgagor if such assignment
of license or change of control would require, under then existing law, the
prior approval of the Federal Communications Commission ("FCC") without first
obtaining such prior approval of the FCC. Mortgagor agrees to take any action
which Mortgagee may reasonably request in order to obtain from the FCC such
approval as may be necessary to enable Mortgagee to exercise and enjoy the full
rights and benefits granted to the holder of the Indebtedness by this Mortgage
and each other agreement, instrument and document delivered to Mortgagee in
connection therewith, including specifically, at the cost and expense of
Mortgagor, the use of its best efforts to assist in obtaining approval of the
FCC for any action or transaction contemplated by this Mortgage for which such
approval is or shall be required by law and specifically, without limitation,
upon request, to prepare, sign and file with the FCC the assignor's or
transferor's portion of any application or applications for consent to the
assignment of license or transfer of control necessary or appropriate under the
FCC's rules and regulations for approval of (a) any sale or sales of all or any
part of the Property by
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or on behalf of Mortgagee or (b) any assumption by Mortgagee of voting or
management rights with respect to all or any part of the Property effected in
accordance with the terms of this Mortgage.
7.13 SUCCESSORS AND ASSIGNS. This Mortgage shall inure to the
benefit of and be binding upon Mortgagor and Mortgagee and their respective
heirs, executors, legal representatives, successors and assigns. Whenever a
reference is made in this Mortgage to Mortgagor or Mortgagee, such reference
shall be deemed to include a reference to the heirs, executors, legal
representatives, successors and assigns of Mortgagor or Mortgagee.
7.14 SEVERABILITY. If any provision of this Mortgage or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Mortgage and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
SECTION 8.
DEFEASANCE
8.1 DEFEASANCE. Provided, nevertheless, that if Mortgagor
shall keep, observe and perform all of the covenants and conditions of this
Mortgage on Mortgagor's part to be kept and performed and shall pay, or cause to
be paid, to Mortgagee the Indebtedness and all extensions and renewals thereof,
and shall repay any loans and advances hereafter made by Mortgagee under the
terms hereof, then this Mortgage shall be void, otherwise it shall remain in
effect.
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8.2 FUTURE ADVANCES. The parties hereto intend and agree that
this Mortgage shall secure unpaid balances of any loan advances, whether
obligatory or not, and whether made pursuant to the Loan Agreement or not, made
by Mortgagee after this Mortgage is delivered to the Recorder for record to the
extent that the total unpaid loan indebtedness, exclusive of interest thereon,
does not exceed the maximum amount of unpaid loan indebtedness which may be
outstanding at any time, which is Three Hundred Million Dollars
($300,000,000.00). Mortgagor further covenants and agrees to repay all such loan
advances with interest, and that the covenants contained in this Mortgage shall
apply to such loan advances as well.
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Executed at __________, _________, on February
___, 1996 by ___________________, the
_____________________ of Mortgagor.
Signed and acknowledged JACOR BROADCASTING
in the presence of: CORPORATION,
an Ohio corporation
---------------------------- -----------------------------
Print Name: Name:
----------------- -----------------------
Title:
-----------------------
----------------------------
Print Name:
-----------------
33
STATE OF ----------------------------- )
) SS:
COUNTY OF ---------------------------- )
BE IT REMEMBERED, that on February , 1996, before me, the
subscriber, a Notary Public in and for said State and County, personally
appeared , a duly authorized of JACOR BROADCASTING CORPORATION, an Ohio
corporation, Mortgagor in the foregoing instrument, who executed the foregoing
Open-End Mortgage, Assignment of Rents and Leases and Security Agreement on
behalf of such Mortgagor, and acknowledged the signing thereof to be his/her
voluntary act and deed and the voluntary act and deed of Mortgagor for the uses
and purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my notarial seal, on the day and year last aforesaid.
-----------------------
Notary Public
-----------------------
(Print Name)
My County of Residence is:
-----------------------
My Commission Expires:
-----------------------
This instrument was prepared by:
Xxxxxxxxx X. Xxxxxxxxx, Esq.
34
Skadden, Arps, Slate,
Meagher, & Xxxx
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
35
EXHIBIT A
PARCEL I:
Situated in the City of Xxxxx, formerly Deerfield Town- ship, Xxxxxx County,
Ohio, and being a part of the S.E. quarter of Section Number Six (6), Township
Number Three (3), Range Number Two (2), between the Miami Rivers, and bounded
and described as follows:
Beginning at a stone in the Mason and Mauds Station Pike, same being the S.E.
corner of said Section Number Six (6), witness a brick post twenty-one (21)
inches square, N. 2(degree) E. 21.5 feet; running thence with the east line of
said Section N. 2(degree) E. 812 feet to the N.W. corner of a ten (10) acre
tract formerly belonging to the United States Playing Card Company; thence S.
88(degree) 50' W., 450 feet to a stake; thence parallel with said Section line
S. 2(degree) W. 826.5 feet to a point in the aforesaid Pike and South line of
said Section; thence with said Pike and Section line N. 87(degree) 5' E. 451
feet to the place of begin- ning, containing Eight and Forty-five Hundredths
(8.45) acres, more or less.
PARCEL II:
Situated in the City of Xxxxx, formerly Deerfield Township, Xxxxxx County, Ohio,
and being a part of the S.W. Quarter of Section Number Thirty-six (36), Township
Number Four (4), Range Number Two (2), between the Miami Rivers, and bounded and
described as follows:
Beginning at a point in the south line of said Section and the middle of the
Mauds and Xxxxx Road, said point being N. 86(degree) 53' E., 542.5 feet from the
S.W. corner of said Section, said point of beginning being the S.E. corner of a
ten (10) acres tract formerly owned by the Crosley Radio Corporation, and
further witnessed by a
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stone bearing N. 2(degree) E., 40 feet, running thence with the east line of
said ten (10) acre tract; N. 2(degree) E., 794 feet to the N.E. corner of said
ten (10) acre tract, witness a stone bears S. 2(degree) W., 5 feet, and another
stone bears S. 88(degree) 50' W., 5 feet; thence N. 88(degree) 50' E., 623 feet
to a stake; thence S. 36(degree) 10' E., 203 feet to a stake; thence S 2(degree)
25' W. 600 feet to a point in the South line of said Section and in the middle
of the aforesaid Mauds Road; witness a stone bears N. 2(degree) 25' E., 40 feet;
thence with said section line and Road S. 86(degree) 55' W., 749 feet to the
place of beginning, containing 13.15 acres, more or less.
LESS AND EXCEPT THE FOLLOWING PARCELS:
(a) Being a parcel of land situated in the City of
Xxxxx, Xxxxxx County, Ohio, Xxxxxxxxx Xxxxxxxx,
Xxxxxxx 00, Xxxx 4, Range 2 and lying on the north
side of the centerline of Survey Tylersville Road
and being part of the property as conveyed to Mari-
ner Communications, Incorporation, Official Record
Volume 641, page 975, of the records of the
Recorder's Office of Xxxxxx County, Ohio and being
located within the following described points in the
boundary thereof:
Commencing at the southwest corner of Section 36, said corner also
being the southwest corner of Parcel No. 3 of said property; thence
with the south line of Section 36 and the south line of said property
North 89(degree) 22' 10" East, 995.96 feet to a point lying 10.00 feet
north of Sta. 5+45.00 centerline of Survey Tylersville Road, the Real
Point of Beginning, the tract herein described; thence continuing with
said lines N. 89(degree) 22' 10" East 298. feet to the southeast corner
of said property; thence with the east line of said property N.
4(degree) 44' 20" East 30.13 feet to the existing north right of way
line of Tylersville Road; thence with said right of way
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line, south 89(degree) 22' 10" West 300.87 feet; thence departing said
right of way line South 0(degree) 37' 30" East 30.00 feet to the Real
Point of Beginning, containing 0.206 acres, more or less.
(b) Being a parcel of land situated in the City of
Xxxxx, Xxxxxx County, Ohio, Xxxxxxxxx Xxxxxxxx,
Xxxxxxx 00, Xxxx 4, Range 3 and lying on the north
side of the centerline of Survey Tylersville Road
and being part of the property as conveyed to Mari-
ner Communications Incorporated, Official Record
Volume 041, page 975, of the records of the
Recorder's Office of Xxxxxx County, Ohio and being
located within the following described points in the
boundary thereof:
Commencing at the southwest corner of Section 36, said corner also
being the southwest corner of Parcel No. 3 of said property; thence
with the south line of Section 36 and the south line of said property,
N. 89(degree) 22' 10" East 1,294.00 feet to the southeast corner of
said property; thence with the east line of said property North
4(degree) 44' 20" East, 30.13 feet to the existing north right of way
line of Tylersville Road lying 40.00 feet north of Sta/ 8+45.86
centerline of Survey Tylersville Road, the Real Point of Beginning of
the tract herein described; thence with said right of way line, S
89(degree) 2' 10" West 154.20 feet; thence departing said right of way
line North 87(degree) 59' 40" East 154.60 feet to the east line of said
property; thence with said property line, South 4(degree) 44' 20" West
2.73 feet to the Real Point of Beginning, containing 0.007 acres, more
or less.
PARCEL III:
Situated in the City of Xxxxx, formerly Deerfield Town-
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ship, Xxxxxx County, Ohio, and being a part of the S.W. Quarter of Section
Number Thirty-Six (36), Township Number Four (4), Range Number Two (2), M.R.S.
and bounded and described as follows:
Beginning at a stone in the middle of the Mason and Mauds Station Pike, same
being the southwest corner of said Section 36, witness a concrete post, N. 2
degrees 10 minutes E. 21 feet 6 inches running thence with the west line of said
section N. 2 degrees 10 minutes E. 12.30 chains to a post and corner in said
line; thence N. 88 degrees 50 minutes E. 8.22 chains to an iron pin; thence S. 2
degrees 18 minutes W. 12.03 chains to a point in the middle of the aforesaid
Pike and in the south line of said Section witness an iron pin 2 degrees 10
minutes E. 21 feet, said pin also being 11 feet westerly from a 15 inch walnut
tree; thence with the middle of said Pike and south line of said Section S. 87
degrees W. 8.22 chains to the place of beginning, containing 10 acres, more or
less.
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