EXHIBIT 10(f)
OPEN-END
MORTGAGE
THIS MORTGAGE SECURES FUTURE ADVANCES
THIS MORTGAGE is made on January 14, 1997 by NUCLEAR RESEARCH
CORPORATION, a Pennsylvania corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Borrower") in favor of CORESTATES BANK, N.A., a national
banking association, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
("Lender"). INTENDING TO BE LEGALLY BOUND, Borrower agrees as follows:
1. LOAN TERMS -
(a) This is an open-end Mortgage that secures future
advances under a line of credit extended by Lender to Borrower. The maximum
amount of the loan secured by this Mortgage is FIVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($5,500,000.00) ("Principal Sum"). This Mortgage shall have the
full force, effect and benefit of a Mortgage to secure advances of money, the
lien for which shall relate back to the date of the Mortgage.
(b) Borrower has executed and delivered to Lender
this Mortgage and a Demand Note ("Note") of even date herewith, which is hereby
incorporated herein by reference, to secure repayment of the Principal Sum,
interest and all unpaid balances of advances made with respect to the Mortgaged
Premises for the payment of taxes, assessments, maintenance charges, insurance
premiums and costs incurred for the protection of the Mortgaged Premises, as
defined herein, or the lien of the Mortgage, expenses incurred by the Lender by
reason of default by the Borrower under the Mortgage and advances made under a
construction loan to enable completion of the improvements for which the
construction loan was originally made, if applicable, all of which are included
in and called "Entire Indebtedness". This Mortgage secures the Note and any
extension, modification or renewal thereof.
2. LENDER'S INSPECTION - Any right or privilege given Lender to
inspect the Mortgaged Premises, whether under this Mortgage, the Note, any
construction loan agreement, mortgage application, or otherwise, and any actual
inspection made by the Lender, its agents, servants, employees, appraisers,
engineers, or architects, shall be deemed to be made for the sole and exclusive
benefit of the Lender. The Borrower, the Borrower's heirs, successors and
assigns, and the Borrower's tenants, agents, servants, employees, visitors and
all other parties shall not be deemed to be beneficiaries for any purpose of any
such inspection. Any approval of the Mortgaged Premises or of any construction
of improvements thereon as the result of any such inspection by Lender or others
acting on behalf of Lender shall not be deemed any kind of
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warranty of fitness for any purpose. Lender shall have no liability of any kind
to any party as a result of any inspection or investigation of the Mortgaged
Premises or otherwise.
3. MORTGAGED PREMISES - To secure the payment of the Entire
Indebtedness and in consideration of the loan from Lender to Borrower, Borrower
does hereby grant and convey unto Lender the premises herein called "Mortgaged
Premises", consisting of:
ALL THAT CERTAIN lot or piece of ground, with
buildings and improvements now thereon erected, if any, and to be erected,
situate and bounded and described as is more particularly set forth in the legal
description attached hereto, made a part thereof, and marked Exhibit "A".
TOGETHER WITH:
(a) All the right, title and interest of Borrower in
and to all the rights, covenants, privileges and appurtenances thereunto
belonging or in any wise appertaining, and together with all buildings and
improvements presently thereon and hereafter constructed thereon; and
(b) Borrower's fixtures, machinery, improvements,
including but not limited to all furnaces, boilers, elevators, heaters,
switchboards, electrical equipment, heating, plumbing, refrigerating,
ventilating, air-cooling and air-conditioning apparatus and systems, electrical
and all other mechanical systems, gas and electrical fixtures, fittings,
machinery, fire protection equipment, and all other building service equipment
used in connection with the operation and maintenance of the buildings and
improvements; and
(c) Any and all tenements, hereditaments and
appurtenances belonging to the real estate or any part thereof hereby mortgaged
or intended so to be, or in any way appertaining thereto, and all streets,
alleys, passages, ways, water courses and all easements and covenants now
existing or hereafter created for the benefit of the Borrower or any subsequent
owner or tenant of the Mortgaged Premises over ground adjoining the Mortgaged
Premises and all rights to enforce the maintenance thereof, and all other
rights, liberties and privileges of whatsoever kind or character, and the
reversions and remainders, income, rents, issues and profits arising therefrom,
and all the estate, right, title, interest, property, possession, claim and
demand whatsoever, at law or in equity, of the Borrower in and to the Mortgaged
Premises or any part thereof. (All of the above-mentioned Mortgaged Premises,
buildings, improvements, fixtures, machinery, equipment, tenements,
hereditaments and appurtenances, and other property interest are sometimes
collectively referred to herein as the "Mortgaged Property".)
TO HAVE AND TO HOLD the Mortgaged Property hereby
conveyed or mentioned and intended so to be, unto Lender, to its own use
forever.
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PROVIDED ALWAYS, and this instrument is upon the
express condition that, if Borrower pays to Lender the Principal Sum mentioned
in the Note, the interest thereon and all other sums payable by Borrower to
Lender as are secured hereby, in accordance with the provisions of the Note and
this Mortgage, at the times and in the manner specified, without deduction,
fraud or delay, and Borrower performs and complies with all the agreements,
conditions, covenants, provisions and stipulations contained herein and in the
Note, then this Mortgage, and the estate hereby granted shall cease and become
void.
4. BORROWER WARRANTS. COVENANTS AND AGREES
(a) That Borrower has good and valid title to the
Mortgaged Premises and that it has the right, full power and lawful authority to
grant, bargain, sell, convey, assign, transfer, mortgage, pledge, set over and
confirm the same to the Lender in the manner and form herein accomplished. The
Mortgaged Premises are free and clear of all encumbrances except as set forth
herein and in the title search obtained by Lender in connection with this
Mortgage with this Mortgage. The Lender, its successors and assigns will quietly
enjoy and possess the Mortgaged Premises to the extent provided in this
Mortgage, and Borrower will warrant and defend the rights or title of the Lender
to the Mortgaged Premises against all lawful claims not herein specifically
excepted;
(b) That all financial statements presented to
Lender are true and correct, and no adverse change in the financial
circumstances of Borrower has occurred since the foregoing were presented to
Lender. Borrower shall give written notice to Lender of any adverse change in
the financial circumstances of Borrower;
(c) To pay all installments of interest and
principal to Lender and the Entire Indebtedness as set forth herein;
(d) To pay when due and payable and before interest
or penalties are due thereon all taxes, local, state and federal, water and
sewer rents, assessments and all other charges or claims which may be assessed
or levied or a lien on the Mortgaged Premises, and to produce to Lender at or
before the last day upon which they may be paid without penalty or interest,
receipts of the current year proving payment of all such taxes, water and sewer
rents, assessments, charges and claims; provided that, if Borrower shall have
deposited with Lender before the due date thereof sums sufficient to pay such
taxes, water and sewer rents, assessments, charges or claims, the same shall be
paid by Lender;
(e) To maintain insurance on the Mortgaged Premises
of such kinds, in such amounts, and in such companies as are satisfactory to
Lender, and if this insurance or any part thereof shall expire, or be withdrawn,
or become void by breach of any condition thereof by Borrower, or become void or
unsafe by reason of the failure, or impairment of the capital of any company in
which said insurance may then be, or if for any other reason whatsoever this
insurance shall become unsatisfactory to Lender, to effect new insurance on said
Mortgaged Premises satisfactory to Lender; and to pay as they shall become due
all premiums
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for such insurance; and to lodge with Lender, as further security for said
indebtedness, all policies therefor, with loss payable clauses attached in favor
of and acceptable to Lender. In the event of loss, Borrower will give immediate
notice by mail to Lender, and Lender may make proof of loss if not made promptly
by Borrower. Borrower hereby directs any insurance company concerned to pay
directly to Lender any moneys not in excess of the unpaid balance of the Entire
Indebtedness which may become payable under such insurance, including return of
unearned premiums, such moneys, or any part thereof, to be applied at the option
of Lender to said unpaid balance or to the repair of the property damaged; and
Borrower appoints Lender as attorney-in-fact to endorse any draft therefor. In
the event of foreclosure of the Mortgage or other transfer of title to the
Mortgaged Premises, all right, title and interest of Borrower to any insurance
policies then in force covering the Mortgaged Premises shall pass to the
transferee of the Mortgaged Premises. All policies shall be maintained in full
force and effect, shall be assigned and delivered to Lender with premiums
prepaid as collateral security for the payment of the indebtedness secured
hereby, shall be endorsed with a standard mortgagee and loss payee clause in
favor of Lender, not subject to contribution, and shall provide for at least
twenty (20) days notice of cancellation to Lender. If the insurance, or any part
thereof, shall expire, or be withdrawn, or become void by Borrower's breach of
any condition thereof, or become void or unsafe by reason of the failure or
impairment of the capital of any company in which the insurance may then be
carried, or if for any reason whatsoever the insurance shall be unsatisfactory
to Lender, Borrower shall place new insurance on the Mortgaged Property,
satisfactory to Lender. All renewal policies, with premiums paid, shall be
delivered to Lender at least twenty (20) days before expiration of the old
policies.
(f) To maintain the Mortgaged Premises in good
repair, order and condition; not to remove, demolish or materially alter the
Mortgaged Premises; not to remove from the Mortgaged Premises fixtures,
appliances and equipment of any nature covered by the lien of the Mortgage
without having obtained the prior written consent of Lender; and Borrower will
not make, install, or permit to be made or installed, any alterations,
additions, improvements, fixtures, appliances or equipment of any nature to or
in the Mortgaged Premises without obtaining the prior written consent of Lender,
which consent Lender hereby reserves the right to refuse to grant;
(g) To comply with all laws, ordinances, regulations
and orders relating to the Mortgaged Premises by all federal, state, municipal
and other authorities, including by way of example but not in limitation, zoning
and subdivision ordinances, building codes and Board of Health regulations;
(h) To notify Lender promptly of commencement of any
proceedings for condemnation of Mortgaged Premises and to permit Lender to
participate in such proceedings and to receive the proceeds of the condemnation
up to the amount of the Entire Indebtedness;
(i) If requested, to furnish Lender within one
hundred twenty (120) of the close of each fiscal year financial statements in
form and detail satisfactory to Lender;
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(j) To pay, when due and payable and before interest
and penalties are due thereon, all taxes owing by Borrower to the United States
of America, the Commonwealth of Pennsylvania, and any political or municipal
subdivisions thereof, including income taxes, individual, partnership,
corporation or other entity income or other taxes, estate, inheritance and real
estate taxes and any other taxes, and to, produce to Lender, on or before
September 1 of each year, copies of all tax returns filed and tax bills issued
or received during the previous twelve (12) months and receipts evidencing the
full payment of all amounts known to be due on such returns, and, within twenty
(20) days of receipt thereof, all settlements, notices of deficiency or
overassessment and any other notices pertaining to Borrower's tax liability
(except, in the event any tax is being disputed in good faith, payment need not
be made until the contest is finally determined, provided there is deposited
with Lender security if and as required by Lender to protect Lender against
delay and nonpayment of the tax);
(k) To perform every obligation of the lessor and to
enforce every obligation of the lessee in every lease that is assigned to Lender
or any tenancy in which the rents are assigned to Lender, and not to modify,
alter, waive or cancel any such lease or any part thereof, nor anticipate for
more than one month any rents that may be collectible under such lease or that
may have been assigned to Lender; nor assign any such lease or any such rents;
(l) If Lender shall become a party, by intervention
or otherwise, to any action or proceeding, including insolvency or bankruptcy
proceedings, affecting the Mortgaged Premises or the title thereto or Lender's
interest under this Mortgage, or if Lender employs an attorney to collect any of
the indebtedness or to enforce performance of the obligations, covenants and
agreements secured hereby, Borrower shall reimburse Lender, forthwith upon
written notice and without further demand, for all reasonable costs, charges and
counsel fees incurred by Lender, in any such case, whether or not suit be
commenced, and the same shall be secured hereby as a further charge and lien
upon the Mortgaged Premises;
(m) In the event of default, to pay to Lender, on
demand, all costs and expenses incurred by Lender in connection with the curing
of any such default or the collection of sums secured hereby, including but not
limited to cost of any title search and reasonable attorneys' fees;
(n) To permit Lender, or any persons authorized by
Lender, to enter and inspect the Mortgaged Premises at all reasonable times,
and, in the event of any default by Borrower under the terms of this Mortgage or
accompanying Note, to employ for duration of default as managing agent of the
Mortgaged Premises the person or persons designated by Lender;
(o) To restore, repair or rebuild promptly any part
of Mortgaged Premises damaged by fire or any other casualty;
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(p) Not to initiate, join in or consent to any
change in any private restrictive covenant, easement, right of way, zoning
ordinance, or other public or private restrictions relating to use of Mortgaged
Premises or any part thereof;
(q) Not to permit any writ of any execution process
to be levied against the Mortgaged Premises and not to permit any judicial sale
thereof; not to make any assignment for the benefit of creditors;
(r) Not to permit the appointment of a receiver,
liquidator or trustee of the Borrower or of any of the property of Borrower,
insolvency of the Borrower or the adjudication of Borrower as a bankrupt, or the
filing of any petition for the bankruptcy, reorganization or arrangement of
Borrower pursuant to the Federal Bankruptcy Act or any similar statute, or the
institution of any proceeding for the dissolution or liquidation of Borrower;
(s) That Borrower will warrant and defend the lien
of this instrument to be at all times a fifth lien on the Mortgaged Premises,
subject only to easements and agreements of record prior to the recording of
this Mortgage and under and subject to the following existing mortgages in favor
of Lender: (i) $1,160,000.00 dated May 21, 1993; (ii) $300,000.00 dated August
21, 1995; (iii) $300,000.00 dated February 21, 1992; and (iv) $1,800,000.00
dated even date herewith.
5. HAZARDOUS SUBSTANCES; WASTES -
(a) To Borrower's knowledge, after due inquiry, no
Hazardous Substances have been disposed of on or in the Mortgaged Premises
through any means at any time prior to Borrower's ownership thereof and Borrower
is aware of no condition on or affecting the Mortgaged Premises which
constitutes or might constitute an environmental health hazard.
(b) "Hazardous Substances" shall mean hazardous
wastes, hazardous substances, hazardous materials, toxic substances, hazardous
air pollutants or toxic pollutants, as those terms are used in any law,
guideline, regulation or ruling of any governmental body and petroleum products,
including gasoline, diesel fuel, motor oil, waste or used oil and heating oil
which are not permitted to be located on the premises by any requirement of any
governmental body or in excess of that which is normally used in the operation
of the Borrower's business.
(c) Borrower hereby represents and warrants that
Borrower has substantially complied with, is currently in substantial compliance
with, has not been charged with, has not received any notice of, and is not
under investigation for the failure to substantially comply with any and all
laws of any governmental body relating to environmental protection matters, and,
specifically, there relating to Hazardous Substances.
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(d) Borrower covenants to the Lender that Borrower
shall use all reasonable efforts to prevent the deposit, storage, emission,
discharge or release by Borrower of any Hazardous Substances on its properties
unless such deposit, storage, emission, discharge or release is authorized by
and in full compliance with a duly issued permit, license, authorization or
other approval of a governmental body. Borrower shall notify Lender promptly of
any significant or material environmental event, circumstance or condition
relating to its properties. Borrower hereby indemnifies, defends and holds
harmless Lender from and against any claim, demand, loss or liability,
including, but not limited to, costs of remedial action, response costs,
personal injury and property damage,' directly or indirectly arising out of or
attributable to the use, generation, deposit, storage, release, threatened
release, discharge, disposal, burial, dumping, spilling, leaking or other
presence of Hazardous Substances on, under or about the Mortgaged Premises.
(e) If an event of default under this Mortgage shall
occur, then Borrower shall, upon reasonable notice and at all reasonable times,
permit such visitation of such persons as the Lender may select in connection
with the Lender's consideration of enforcement or preservation of rights under
this Mortgage, any Note or any related documents, to visit its properties and
perform such reasonable environmental site investigations and assessments on its
properties for the purposes of determining whether there exists on its
properties any environmental condition which could result in any liability, cost
or expense to the owner or occupier thereof relating to Hazardous Substances.
Borrower will supply to the Lender's representatives such historical and
operational information, including the results of all samples sent for analysis,
correspondence with governmental bodies and previous environmental audits or
environmental reviews regarding its properties as are within its possession,
custody or control or which are reasonably available to it and which may be
reasonably requested by the Lender to facilitate Lender's assessment of any
environmental violations on the properties of Borrower.
(f) Borrower shall defend, indemnify, and hold
harmless Lender and its directors, officers, agents and employees, from any and
all liabilities (including strict liability), actions, demands, penalties,
losses, costs, or expenses (including without limitation attorneys' fees and
expenses, and remedial costs), suits, costs of any settlement or judgment, and
claims of any and every kind whatsoever which may now or in the future (whether
before or after the satisfaction of this Mortgage) be paid, incurred, or
suffered by or asserted against Lender by any person or entity or governmental
agency for, with respect to, or as a direct or indirect result of, the presence
on or under, or the escape, seepage, leakage, spillage, discharge, emission, or
release from the Premises of any Hazardous Substances or arise out of or result
from the environmental condition of the premises or the violation of any
Environmental Laws regardless of whether or not caused by or within the control
of Borrower or Lender except for acts or omissions of Bank, its employees or
authorized agents. The representations, covenants, warranties, and
indemnifications contained in this paragraph shall survive the satisfaction and
payment in full of this Mortgage.
6. EVENTS OF DEFAULT - This is a demand loan. Lender has the
right to demand repayment of the Entire Indebtedness at any time. In addition,
upon the happening of
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any of the following events, each of which shall constitute a default hereunder,
all liabilities of Borrower to Lender, at the option of Lender, shall become
immediately due and payable:
(a) Failure of Borrower to pay the principal or
interest on the Note when due or on any renewal, extension or other modification
of the Note or failure to pay when due any interest or installment on any other
obligation of any nature whatsoever owing to Lender within fifteen (15) days
after the same shall become due and owing;
(b) Failure of Borrower to perform any obligation
owing to Lender under the Note, this Mortgage or any agreement with Lender not
cured within thirty (30) days after notice thereof is given by Lender to
Borrower or material breach of any representation, warranty, covenant or
agreement herein contained or contained in the Note or in any other agreement
now or hereafter entered into between Borrower and Lender;
(c) The filing of bankruptcy, receivership or
insolvency proceedings of any kind by or against Borrower or the making by
Borrower of an assignment for the benefit of creditors;
(d) Any execution shall have been levied against the
Mortgaged Premises or against any other property of the Borrower, on account of
a judgment in excess of Twenty-Five Thousand Dollars ($25,000.00) and shall
continue unstayed and in effect for a period of ten (10) days;
(e) The furnishing of materially false information
heretofore or hereafter by Borrower to Lender or the refusal by Borrower to
provide material information hereafter;
(f) Any change in the financial condition of
Borrower which causes Lender in good faith to believe that performance of the
obligations herein is impaired or doubtful;
(g) The occurrence of any event of default as
defined in the Note or the Loan Agreement;
(h) The dissolution, merger, consolidation or
reorganization of Borrower corporation;
(i) Any change occurs in the control of Borrower
unless the new control person(s) are reasonably satisfactory to Lender.
7. REMEDIES UPON DEFAULT - In the event of any default of
Borrower or in the event of condemnation of all or part of the Mortgaged
Premises, unless the Lender agrees otherwise, in addition to all other rights
and remedies of the Lender given by the Note,
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Line of Credit Agreement and by law, Lender shall have the following rights,
privileges and remedies:
(a) The Entire Indebtedness shall, at the option of
Lender and without notice or demand to Borrower, become due and payable
immediately. Payment of the same may be enforced and recovered in whole or in
part at any time and from time to time by one or more of the remedies in this
Mortgage or the Note, or both.
(b) Lender may recover as part of the Entire
Indebtedness all costs of suit, including the cost of title searches, attorneys'
fees, appraisal fees, inspections and all "out-of-pocket" expenses, and, in
addition thereto, reasonable attorneys' fees.
(c) Lender may institute an action of mortgage
foreclosure, or take such other action, as the law may allow, at law or in
equity, for the enforcement thereof and realization on the mortgage security or
any other security which is herein or elsewhere provided for, and proceed
thereon to final judgment and execution thereon for the Entire Indebtedness,
with interest at the rate stipulated in the Note to the date of default and
thereafter at a rate not less than two percent (2%) per annum above the rate
extant on the date of such default, together with all other sums secured by this
Mortgage, all costs of suit, interest at not less than two percent (2%) per
annum above the rate extant on the date of such default, on any judgment
obtained by Lender from and after the date of any Sheriff's sale of the
Mortgaged Premises until actual payment is made by the Sheriff of the full
amount due Lender. Borrower hereby authorizes and empowers any attorney or
attorneys or the Prothonotary or Clerk of any Court of the Commonwealth of
Pennsylvania to appear for Borrower in any such Court in any appropriate action
there or elsewhere brought at the suit of Lender with or without declaration
filed, as of any term, and to confess or enter judgment, or both, against
Borrower for the Entire Indebtedness due under this Mortgage and the Note, with
the cost of suit, and for so doing this Mortgage or a copy hereof verified by
affidavit shall be sufficient warrant. Any attorney authorized to act for
Borrower to confess judgment against Borrower may also act for and on behalf of
Lender. Borrower executes this authorization for confession of judgment
KNOWINGLY, UNDERSTANDINGLY AND VOLUNTARILY. Borrower waives the requirement for
any further explanation of Borrower's rights.
(d) Lender may enter into possession of the
Mortgaged Premises, and, in addition to its other rights and remedies, exercise
the general rights of a Lender in possession, with or without legal action, and
by force if necessary, collect all rentals therefrom and, after deducting all
costs of collection and administration expense, apply the net rentals to the
payment of taxes, water and sewer rents, charges and claims, insurance premiums
and all other carrying charges, and to the maintenance, repair or restoration of
the Mortgaged Premises, or on account and in reduction of the principal or
interest hereby secured, in such order and amounts as Lender, in Lender's sole
discretion, may elect; and for said purpose, Borrower hereby assigns to Lender
all rentals due and to become due under any lease or leases of the Mortgaged
Premises, whether now existing or hereafter created, as well as all rights and
remedies provided in such lease or leases for the collection of said rents; and
Borrower hereby authorizes and empowers any
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attorney or attorneys of any Court of the Commonwealth of Pennsylvania or
elsewhere to appear for Borrower and as attorney for Borrower to sign an
agreement for entering an amicable action of ejectment for possession of the
Mortgaged Premises, and to confess judgment therein against Borrower and all
others claiming under or through Borrower, in favor of Lender, whereupon a writ
of possession may immediately issue for the possession of the Mortgaged
Premises, without any prior writ or proceeding whatsoever; and for so doing,
this Mortgage or a copy hereof verified by affidavit shall be a sufficient
warrant. Lender may bring such amicable action in ejectment before or after the
institution of foreclosure proceedings upon this Mortgage, or after judgment
thereon or on the Note, or after a Sheriff's or any Judicial Sale of the
Mortgaged Premises. If for any reason after such action has been commenced it
shall be discontinued, or possession of the Mortgaged Property shall remain in
or be restored to Borrower, Lender shall have the right for the same default or
any subsequent default to bring one or more further amicable actions as above
provided to recover possession of the Mortgaged Premises. Lender may bring an
amicable action in ejectment and confess judgment therein before or after the
institution of proceedings to foreclose this Mortgage or to enforce the Note, or
after entry of judgment therein or on the Note, or after a Sheriff's Sale of the
Mortgaged Property in which Lender is the successful bidder, it being the
understanding of the parties that the authorization to pursue such proceedings
for obtaining possession and confessing judgment therein is an essential part of
the remedies for enforcement of the Mortgage and the Note, and shall survive any
execution sale to Lender.
(e) The remedies of Lender as provided herein, or in
said Note, and all warrants herein and in said Note contained, and all remedies
provided in the Loan Agreement and any and all other remedies otherwise provided
by law shall be cumulative and concurrent, and may be pursued singly,
successively or together at the sole discretion of Lender, and such warrants
shall not be exhausted by any exercise thereof but may be exercised as often as
occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
(f) In the event Borrower should fail to pay any
tax, claim, lien or encumbrance which shall be or become prior in lien to this
Mortgage, or to pay any insurance premium for insurance required under this
Mortgage, or to keep the Mortgaged Premises in repair, or commits or permits
waste, then Lender, at its option, may pay said claim, lien, encumbrance, tax
assessment or premium with right of subrogation thereunder, may make such
repairs and take such steps as it deems advisable to prevent or cure such waste,
and may appear in any action or proceeding with respect to any of the foregoing
and retain counsel therein, and take such action therein as Lender deems
advisable, and for any of said purposes Lender may advance such sums of money as
it deems necessary. All such sums advanced shall be added to and become a part
of the Entire Indebtedness secured hereby, and repayment thereof, with interest
thereon at the interest rates set forth in the Note from the dates of the
respective expenditures, may be enforced by Lender against Borrower at any time.
(g) Lender shall have the right, from time to time,
to bring an appropriate action to recover any sums required to be paid by
Borrower under the terms of this
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Mortgage, as they become due, without regard to whether or not the Principal Sum
or any other sums secured by the Note and this Mortgage shall be due, and
without prejudice to the right of Lender thereafter to bring an action of
Mortgage foreclosure, or any other action, for any default by Borrower existing
at the time the earlier action was commenced.
(h) Any real estate sold pursuant to any writ of
execution issued on a judgment obtained by virtue of the Note or this Mortgage,
or pursuant to any other judicial proceedings under the Mortgage, may be sold in
one parcel, as an entirety, or in such parcels and in such manner or order as
Lender, in its sole discretion, may elect.
8. WAIVERS -
(a) Borrower hereby waives and releases (1) all
errors, defects and imperfections in any proceeding instituted by Lender under
this Mortgage; (2) all benefit that might accrue to Borrower by virtue of any
present or future laws exempting the Mortgaged Premises, or any part of the
proceeds arising from any sale thereof, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and (3) all notices not otherwise herein
specifically required of Borrower's default or of Lender's exercise, or election
to exercise, any option under this Mortgage.
(b) Lender shall not by any act of omission or
commission be deemed to waive any of its rights or remedies hereunder unless
such waiver be in writing and signed by Lender and then only to the extent
specifically set forth therein; a waiver on one event shall not be construed as
continuing or as a bar to or waiver of such right or remedy on a subsequent
event.
9. SECURITY AGREEMENT - This Mortgage constitutes a security
agreement under the Uniform Commercial Code and creates a security interest in
the machinery and equipment essential to the operation of the building owned by
Borrower included in the Mortgaged Property. Borrower shall execute, deliver,
file and refile any financing statements or other security agreements Lender may
require from time to time to confirm the lien of this Mortgage with respect to
such property. Without limiting the foregoing, Borrower hereby irrevocably
appoints Lender attorney-in-fact for Borrower to execute, deliver and file such
instruments for and on behalf of Borrower.
10. DECLARATION OF NO SET-OFF - Within one week after requested
to do so by Lender, Borrower shall certify to Lender or to any proposed assignee
of this Mortgage, in a writing duly acknowledged, the amount of principal,
interest and other charges then owing on the obligation secured by this Mortgage
and whether there are any set-offs or defenses against it.
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11. REQUIRED NOTICES - Borrower shall notify Lender promptly
of the occurrence of any of the following:
(a) A fire or other casualty causing damage to the
Mortgaged Premises;
(b) Receipt of notice of condemnation of Mortgaged
Premises;
(c) Receipt of notice from any governmental
authority relating to the structure, use or occupancy of the Mortgaged Premises;
(d) Substantial change in the occupancy of the
Mortgaged Premises;
(e) Threat or commencement of any litigation
affecting the Mortgaged Premises. 12. CONDEMNATION - In the event of any
condemnation or taking of any part of the Mortgaged Premises by eminent domain,
alteration of the grade of any street, or other injury to or decrease in the
value of the Mortgaged Premises by any public or quasi-public authority or
corporation, all proceeds (that is, the award or agreed compensation for the
damages sustained) shall be applicable first to payment of the indebtedness
secured hereby. No settlement for the damages sustained shall be made by
Borrower without Lender's prior written approval. Borrower shall continue to pay
the installments of principal, interest and other charges until payment of the
proceeds shall have been received by the Lender. All the proceeds shall be
applied in the order and in the amounts that Lender, in Lender's sole
discretion, may elect, to the payment of principal (whether or not then due and
payable), interest or any sums secured by this Mortgage, or toward payment to
the Borrower, on such terms as the Lender may specify, to be used for the sole
purpose of altering, restoring or rebuilding any part of the Mortgaged Property
which may have been altered, damaged or destroyed as result of the taking,
alteration of grade or other injury to the Mortgaged Premises. Nothing in this
Mortgage shall Limit rights otherwise available at law to Lender, including, but
not limited to, rights to intervene as a party to any condemnation proceeding.
13. RESTRICTIONS ON TRANSFER - Without the prior written consent
of Lender, Borrower will not sell or transfer, or permit or suffer to be sold or
transferred, voluntarily or by operation of law (other than by death or by
execution on the Note) all or any of its interest in the Mortgaged Premises, nor
permit issuance or transfer of stock in Borrower if Borrower is a corporation,
nor permit any creation or transfer of partnership interests if Borrower is a
partnership. Any consent of Lender to a sale or transfer of all or part of the
interests of Borrower in the Mortgaged Premises or an issuance or transfer of
stock or of any other interests
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in Borrower shall pertain to the referenced sale, transfer or issuance only and
shall not constitute, or obligate Lender to approve, any further sale, transfer
or issuance or relieve any person of any liability hereunder or under the Note.
Any violation of or failure to comply with the provisions of this section shall
constitute an immediate Event of Default hereunder and under the Note.
14. RIGHTS AND REMEDIES CUMULATIVE -
(a) The rights and remedies of Lender as provided in
the Note, in this Mortgage and in the warrants contained in both, shall be
cumulative and concurrent, may be pursued separately, successively or together
against Borrower or against the Mortgaged Property, or both, at the sole
discretion of Lender, and may be exercised as often as occasion therefor shall
arise. The failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
(b) Any failure by Lender to insist upon strict
performance by Borrower of any of the terms and provisions of this Mortgage or
of the Note shall not be deemed to be a waiver of any of the terms or provisions
of the Mortgage and Note, and Lender shall have the right thereafter to insist
upon strict performance by the Borrower of any and all of them.
(c) Lender may release, regardless of consideration,
any part of the security held for the indebtedness secured by this Mortgage
without, as to the remainder of the security, in any way impairing or affecting
the lien of this Mortgage or its priority over any subordinate lien.
(d) For payment of the indebtedness secured hereby,
Lender may resort to any other security therefor held by Lender in such order
and manner as Lender may elect.
15. AMENDMENT - This Mortgage cannot be changed or amended
except by agreement in writing signed by the party against whom enforcement of
the change is sought.
16. APPLICABLE LAW - This Mortgage shall be governed by and
construed according to the law of the Commonwealth of Pennsylvania.
17. CONSTRUCTION - Whenever used in this Mortgage, unless the
context clearly indicated a contrary intent:
(a) The word "Borrower" shall mean the person who
executes this Mortgage and any subsequent owner of the Mortgaged Property and
his respective heirs, executors, administrators, successors and assigns;
(b) The word "Lender" shall mean the person
specifically named herein as "Lender" or any subsequent holder of this Mortgage;
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(c) The word "person" shall mean individual,
corporation, partnership or unincorporated association;
(d) The use of any gender shall include all genders;
(e) The singular number shall include the plural and
the plural the singular as the context may require.
18. CAPTIONS - The captions preceding the text of the paragraphs
or subparagraphs of this Mortgage are inserted only for convenience of reference
and shall not constitute a part of this Mortgage, nor shall they in any way
affect its meaning, constitution or effect.
19. NOTICES - All communications or notices to be given by
either party to the other hereunder shall be sent certified mail addressed to
the Lender, CORESTATES BANK, N.A., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to such other address as the Lender may specify in a
written notice to the Borrower, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or to such other address as the Borrower may specify in a written notice
approved and accepted by Lender.
20. CONSENT TO JURISDICTION AND VENUE - IN ANY LEGAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS
MORTGAGE OR THE RELATIONSHIP EVIDENCED HEREBY, EACH UNDERSIGNED PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED IN ANY COUNTY IN THE COMMONWEALTH OF PENNSYLVANIA WHERE LENDER
MAINTAINS AN OFFICE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION
OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH
COUNTY.
21. WAIVER OF JURY TRIAL - THE UNDERSIGNED PARTY HEREBY WAIVES,
AND LENDER BY ITS ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS
MORTGAGE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER TO ENTER INTO, ACCEPT OR RELY UPON THIS MORTGAGE.
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EXECUTED by Borrower under seal the day and year first above
written.
NUCLEAR RESEARCH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------(SEAL)
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
COMMONWEALTH OF PENNSYLVANIA :
: ss.
COUNTY OF BUCKS :
On January 14, 1997, before me, the undersigned officer,
personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who acknowledged himself to be the officer,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained by signing the name of said corporation by himself as such
officer.
ON WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
------------------------------- (SEAL)
Notary Public
[Notarial Seal]
I hereby certify that the principal office and complete post
office address of the within-named Lender and person entitled to interest on
this Mortgage is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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EXHIBIT "A"
ALL THAT CERTAIN tract of land as shown on a plan of survey
for Nuclear Research Corporation as made by Surveying Services, Inc., ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, situate in Warrington Township, Bucks County,
Pennsylvania, bounded and described, as follows:
BEGINNING at a point, a hub set, on the Southeasterly side of
▇▇▇▇▇ Road, said point being located eight hundred seventy-four and thirty-five
hundredths feet (874.35 ft.) Northeasterly from the centerline of County Line
Road and a corner of lands now or formerly of the Telford Industrial Development
Authority; (1) thence along the Southeasterly side of ▇▇▇▇▇ Road North
thirty-seven degrees twenty-five minutes East two hundred forty-three and
seventeen hundredths feet (N. 37 deg. 25 min. E. 243.17 ft.) to a hub set, a
corner of lands now or formerly of the Crane Company; (2) thence along lands of
the Crane Company South fifty- two degrees eighteen minutes East five hundred
thirty-five and seventeen hundredths feet (S. 52 deg. 18 min. E. 535.17 ft.) to
a concrete monument found, a corner of lands of the Crane Company, land now or
formerly of ▇▇▇▇▇▇ ▇. and ▇▇▇▇ ▇▇▇▇▇▇▇ and lands now or formerly of ▇▇▇▇▇▇
▇▇▇▇▇▇▇; (3) thence along lands of ▇▇▇▇▇▇▇ South thirty-seven degrees
twenty-five minutes West two hundred forty-three and seventeen hundredths feet
(S. 37 deg. 25 min. W. 243.17 ft.) to an iron pin found, a corner of lands of
▇▇▇▇▇▇▇, and other lands now or formerly of the Crane Company; (4) thence along
lands of the Crane Company and lands now or formerly of the Telford Industrial
Development Authority North fifty-two degrees eighteen minutes West five hundred
thirty-five and seventeen hundredths feet (N. 52 deg. 18 min. W. 535.17 ft.) to
the first mentioned point and place of BEGINNING.
CONTAINING two and nine hundred eighty-eight thousandths acres
(2.988 ac.).
BEING THE SAME PREMISES which the Bucks County Industrial
Development Authority, a body corporate and politic organized and existing under
the laws of the Commonwealth of Pennsylvania, by Deed dated August 7, 1990 and
recorded December 16, 1992 in the Office for the Recorder of Deeds of Bucks
County at Land Record Book 585 Page 1993, granted and conveyed unto Nuclear
Research Corporation, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania.
BEING TAX PARCEL No. ▇▇-▇▇-▇▇-▇▇.
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