EXHIBIT 10.72
RECORDATION REQUESTED BY:
NJEDA
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
SEND TAX NOTICES TO:
NJEDA
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
MORTGAGE AND SECURITY AGREEMENT AND FIXTURE FILING
--------------------------------------------------
THIS MORTGAGE. made this 10th day of January, 2002, between IGI,
INC., having offices at Wheat Road and Lincoln Avenue, Buena, New Jersey,
herein designated as the Mortgagor, AND
The NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY, a public body
corporate and politic, constituting an instrumentality of the State of New
Jersey, having its principal office located at ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, herein designated as the Mortgagee;
WITNESSETH, that to secure payment in lawful money of the United
States of America, of the principal and interest of the promissory note
made and given by the Mortgagor, of the tenor and purport as follows:
A note, of even date herewith, in the amount of $245,556 together
with interest at the rate therein provided, principal and interest thereon
to be payable in accordance with the terms of said note (the "Note"), and a
Loan Agreement between Mortgagor and Mortgagee (the "Agreement"). The terms
of the Note and Agreement are incorporated by reference herein.
The Mortgagor hereby mortgages to the Mortgagee all that tract or
parcel of land and premises situate, lying and being in the Borough of
Buena, in the County of Atlantic, State of New Jersey, more particularly
described in Schedule A attached hereto and made a part hereof.
TOGETHER, with all and singular the buildings, improvements, ways,
woods, waters, watercourses, rights, liberties, privileges, hereditaments
and appurtenances to the same belonging or in anywise appertaining, and the
reversion and reversions, remainder and remainders, rents, issues and
profits thereof and of every part and parcel thereof; AND ALSO all the
estate, right, title, interest, use, possession, property, claim and demand
whatsoever, of the Mortgagor both in law and in equity, of, in and to the
premises herein described, and every part and parcel thereof with the
appurtenances, TO HAVE AND TO HOLD the same unto the Mortgagee and to the
Mortgagee's proper use and benefit forever.
PROVIDED ALWAYS, and these presents are upon the express condition
that if the Mortgagor shall well and truly pay to the Mortgagee, the sum of
money mentioned in the said Note and the interest thereon, at the time or
times and in the manner mentioned therein, according to the true intent and
meaning thereof, then these presents shall cease and be void, anything
herein contained to the contrary notwithstanding.
COVENANTS:
1. SEIZIN AND WARRANTY. (R.S. 46:9-2). The Mortgagor warrants the
title to the premises.
2. INDEBTEDNESS. The Mortgagor covenants that the Mortgagor will
well and truly pay or cause to be paid to the Mortgagee, the said sum of
money and interest according to the tenor and purport of the Note and the
Agreement.
1
3. TAXES. The Mortgagor covenants and agrees to pay in full, all
taxes, assessments or other governmental charges levied upon the lands and
improvements embraced in this Mortgage, and will claim no deduction from
the taxable value of the mortgaged property by reason of this Mortgage.
4. TAXES PAID. (R.S. 46:9-3). The Mortgagor covenants that no
owner of the mortgaged property shall be entitled to any credit by reason
of the payment of any tax thereon.
5. INSURANCE. (R.S. 46:9-5). The Mortgagor covenants that the
buildings on the premises shall be kept insured against loss by fire and
other casualty for the benefit of the holder hereof.
6. REPAIRS. The Mortgagor covenants that the buildings and
improvements now on the mortgaged premises or which may hereafter be
erected thereon will be kept in good and substantial repair.
7. DECLARATION OF NO OFFSET. (R.S. 46:9-7). The Mortgagor within
ten (10) days, upon written request of the holder hereof, will furnish at
the expense of said holder a statement of the amount due on this Mortgage.
8. FIXTURES. The Mortgagor covenants and agrees that the Mortgagor
will not remove or suffer to be removed from the mortgaged premises any
fixtures as defined by the law in New Jersey, presently or in the future to
be incorporated into, installed in, annexed or affixed to the realty nor
will the Mortgagor execute or cause to be executed any security interest
upon any such fixtures, additions to, substitutions or replacements thereof
or upon any fixtures in the future to be installed in, annexed or affixed
to the premises without the written consent of the Mortgagee.
9. PERFORMANCE. The Mortgagor covenants and agrees to perform and
abide by the terms and covenants herein and the terms and covenants in the
Note and the Agreement.
10. EXPENDITURES BY MORTGAGEE. Upon any default by the Mortgagor of
any of the covenants and terms hereof requiring the expenditure or outlay
of monies by the Mortgagor or upon any default of payments due under any
prior mortgage or under any security interest on fixtures upon the herein
mortgaged premises, the Mortgagee may at the Mortgagee's option expend the
monies necessary therefore even to the extent of paying the entire balance
of principal and interest due under any such prior mortgage or under such
security interest, and the amounts so expended shall be a lien on the
mortgaged premises added to and becoming a part of the principal sum due
under said Note and secured by this Mortgage and shall be payable on demand
with interest at seven (7%) percent per year from the date of such
payments.
11. INSPECTION. Mortgagee and any persons authorized by Mortgagee
shall have the right at any time, upon reasonable notice to Mortgagor, to
enter the mortgaged premises at a reasonable hour to inspect and photograph
its condition and state of repair, and have access to all drawings, plans,
books and records and all other information pertinent to the mortgaged
premises.
12. SECURITY AGREEMENT. This Mortgage constitutes a security
agreement under the Uniform Commercial Code as adopted in the State and
creates a security interest in the Mortgaged Property including, without
limitation, all present and future furniture, fixtures, equipment and
personal property installed in, or to be placed upon, or used in connection
with, or necessary for, the operation of the Mortgaged Property, except
such personal property owned by tenants in the Mortgaged Property and such
personal property owned by the contractor or subcontractors performing work
on the Mortgaged Property, whether stored on the Mortgaged Property or
elsewhere and used or to be used in connection with the Mortgaged Property;
all leases, rents, issues and profits, and all inventory, accounts,
accounts receivable, contract rights, general intangibles, chattel paper,
instruments, documents, notes, drafts, letters of credit, insurance
policies, insurance and condemnation awards and proceeds, trade names,
trademarks and service marks arising from or related to the Mortgaged
Property and any business conducted thereon by Mortgagor; and all
replacements, additions, accessions and cash and non-cash proceeds and
products thereof. Mortgagor shall execute, deliver, file and re-file any
financing statements or other security agreements Mortgagee may require
from time to time to confirm the lien of this Mortgage and the security
interest hereby created with respect to such property, and Mortgagor shall
pay any costs or fees incurred in connection
2
therewith. Without limiting the foregoing, Mortgagor hereby irrevocably
appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and
file such instruments for and on behalf of Mortgagor. Notwithstanding any
release of any or all of the property included in the Mortgaged Property
which is deemed "real property", any proceedings to foreclose this Mortgage
or its satisfaction of record, the terms hereof shall survive as a security
agreement with respect to the security created hereby and referred herein
until the repayment or satisfaction in full of the obligations of Mortgagor
as are now or hereafter evidenced by the Note and the other Loan Documents.
As to those items of the Mortgaged Property that are, or are to become,
fixtures (together with all products and proceeds thereof), it is intended
that THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A
FIXTURE FILING from the date of its filing in the real estate records of
the County where the Mortgaged Property is located. The name of the record
owner of said Mortgaged Property is Mortgagor set forth on page one of this
Mortgage. Information concerning the security interest created by this
Mortgage may be obtained from Mortgagee, as secured party, at its address
as set forth on page one of this Mortgage. The address of Mortgagor, as
debtor, is as set forth on page one of this Mortgage. This Mortgage covers
goods which are or are to become fixtures.
Mortgagor agrees that if default shall be made in any of the covenants
or conditions herein contained, or contained in any mortgage constituting a
lien upon the mortgaged premises prior and superior to the lien hereof, or
should any action be commenced to foreclose any such prior mortgage, the
Mortgagee shall have the right forthwith, after any such default, to (i)
declare all amounts due on the Note and Mortgage immediately due and
payable; (ii) foreclose this Mortgage; (iii) enter upon and take possession
of the said mortgaged premises, and to let the said premises, and receive
the rents, issues and profits thereof, and to apply the same, after payment
of all necessary charges and expenses, on account of the amount hereby
secured, and said rents and profits are, in the event of any such default,
hereby assigned to the Mortgagee; and (iv) the Mortgagee shall also be at
liberty immediately after any such default, upon proceedings being
commenced for the foreclosure of this Mortgage, to apply for the
appointment of a receiver of the rents and profits of the said premises,
and be entitled to the appointment of such receiver as a matter of right,
as security for the amounts due the Mortgagee without consideration of the
value of the mortgaged premises or solvency of any person or persons liable
for the payment of such amounts.
Acceptance by the Mortgagee of any payments hereunder, after default,
or the failure of the Mortgagee, in any one or more instances, to insist
upon strict performance by the Mortgagor of any terms and covenants of this
Mortgage or to exercise any option or election herein conferred, shall not
be deemed to be a waiver or relinquishment for the future of any such
terms, covenants, elections or options.
Wherever used herein, the words, "Mortgagor" or "Mortgagee" shall be
deemed to include succeeding owners of the mortgaged property or holders of
this Mortgage, respectively, regardless of the means of acquisition thereof
and the word "Note" shall include all notes secured hereunder.
Wherever in this Mortgage any part shall be designated or referred to
by name or general reference, such designation is intended to and shall
have the same effect as if the words "heirs, executors, administrators,
personal or legal representatives, successors and assigns" had been
inserted after each and every designation. All the terms, covenants and
conditions herein contained shall be for and shall inure to the benefit of
and shall bind the respective parties hereto, and their heirs, executors,
administrators, personal or legal representatives, successors and assigns.
This Mortgage is the Mortgage referred to in the Loan Agreement
between the parties hereto and is subject to the terms and conditions of
the Loan Agreement.
In all references herein to any parties, persons, entities or
corporations, the use of any particular gender or the plural or singular
number is intended to include the appropriate gender or number as the text
of the within instrument may require.
3
THE MORTGAGOR HEREBY DECLARES AND ACKNOWLEDGES THAT THE MORTGAGOR HAS
RECEIVED, WITHOUT CHARGE, A TRUE COPY OF THIS MORTGAGE.
IN WITNESS WHEREOF, the Mortgagor has signed this Mortgage the day
and year first above written.
ATTEST: IGI, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Secretary President and Chief
Executive Office
STATE OF NEW JERSEY
COUNTY OF ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Vice President
BE IT REMEMBERED, that on this 10th day of January, 2002, before me,
the subscriber, an Attorney-at-Law of the State of New Jersey, personally
appeared ▇▇▇▇ ▇▇▇▇▇▇▇, who, being duly sworn on his oath, did depose and
make proof to my satisfaction, that he is the PRESIDENT AND CHIEF EXECUTIVE
OFFICER of IGI, INC., the Corporation named in and which executed the
within Instrument; that the execution, as well as the making of this
Instrument, has been duly authorized by a proper resolution of the Board of
Directors of said Corporation; and that said Instrument was signed and
delivered by said PRESIDENT AND CHIEF EXECUTIVE OFFICER as and for the
voluntary act and deed of said Corporation.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attorney-at-Law
State of New Jersey
4
SCHEDULE A
All that certain Lot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Borough of
Buena, County of Atlantic State of New Jersey:
BEGINNING at a point in the Northeasterly line of ▇▇▇▇▇▇▇ Highway, also
known as N.J.S.H. Route 40 (66 feet wide-Tax Map), at the intersection of
the Southeasterly line of ▇▇▇▇▇▇▇▇▇ Avenue (50 feet wide-Tax Map) and
extending; thence
(1) North 51 degrees 33 minutes 58 seconds East, along the Southeasterly
line of ▇▇▇▇▇▇▇▇▇ Avenue, 550.67 feet to a point in the same, at a corner
to ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇; thence
(2) South 37 degrees 41 minutes 02 seconds East, along the line of Lots
27 and 28, Block 205, 254.30 feet to a corner to ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇; thence
(3) North 52 degrees 08 minutes 58 seconds East, along the line of ▇▇▇
▇▇, ▇▇▇▇▇ ▇▇▇, 79.96 feet to a point in the same, at a corner to ▇▇▇ ▇▇.▇▇,
▇▇▇▇▇ ▇▇▇; thence
(4) South 38 degrees 05 minutes 37 seconds East, along the line of Lot
16.01 Block 205, 335.24 feet to a point in the same, at a corner to ▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇; thence
(5) South 51 degrees 30 minutes 00 seconds West, along the line of ▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇.▇▇ feet to a corner to same; thence
(6) North 37 degrees 45 minutes 00 seconds West, along the same 96.50
feet to a point; thence
(7) South 51 degrees 30 minutes 00 seconds West, still along the line of
▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇.▇▇ feet to a corner to same, in the Northeasterly
line of ▇▇▇▇▇▇▇ Highway (N.J.S.H. Route 40); thence
(8) North 37 degrees 45 minutes 00 seconds West along the Northeasterly
line of ▇▇▇▇▇▇▇ Highway (N.J.S.H. Route 40) 494.61 feet to the point of
Beginning.
Being the same land and premises conveyed to IGI, Inc., a Delaware
Corporation, by deed from Immunogentics, Inc., a Delaware Corp., dated
10/28/99, recorded 11/4/99 in the Atlantic County Clerk/Register's Office
in Deed Book 6577, Page 128.
NOTE: Being Lot(s) ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ of
Atlantic.
NOTE: Lot and Block shown for informational purposes only.
5