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▇▇▇▇ HAULING AND WAREHOUSING SYSTEM, INC.
as Mortgagor
AND
THE BANK OF NEW YORK
as Trustee
FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT
Dated as of June 1, 1997
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This First Leasehold Mortgage and Security Agreement also constitutes a
fixture filing under Article 9 of the Uniform Commercial Code-Secured
Transactions, N.J.S.A. 12A-9-402(3) and (6).
Record and Return To:
M. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
▇▇▇▇▇ & ▇▇▇▇▇▇
A Professional Corporation
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
THIS FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT is dated as of
June 1, 1997 (the "Mortgage") made by ▇▇▇▇ HAULING AND WAREHOUSING SYSTEM, INC.,
a Pennsylvania corporation having an address at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as mortgagor (the "Mortgagor"), in favor of THE BANK OF
NEW YORK, a banking corporation organized and existing under the laws of the
State of New Jersey, having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee under the Indenture referred to below (the
"Trustee"). All capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Lease Agreement or in the Indenture (both as
hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Camden County Improvement Authority (the "Issuer") was
created pursuant to the Act for the purposes, among other things, of providing
within the County structures, franchises, equipment and facilities for operation
of public transportation or for terminal purposes, including development and
improvement of port terminal structures, facilities and equipment, for public
use in counties, in, along or through which a navigable river flows; and
WHEREAS, the Issuer is authorized, pursuant to the Act, to issue its
bonds for the purpose of financing the cost of any public facility or
facilities; and
WHEREAS, the Issuer proposes to provide financial and other assistance
in connection with a certain project ("Project") consisting of the purchase of
approximately 6.5 acres of land and the existing eight story building situated
thereon and the leasing of such land and building to the Mortgagor for
development and use by the Company as a public dock and wharf facility (the
"Project Facility"), including (i) the renovation by the Company of the building
for use as an approximately 288,000 square foot refrigerated warehouse, (ii)
landfill, dredging and the construction by the Company of approximately 1,130
lineal feet of piers to accommodate ocean-going vessels importing and exporting
cargo, and (iii) the construction by the Company of parking, vehicle access and
storage areas and other related improvements, all to be located in the City and
County of Camden, State of New Jersey; and
WHEREAS, the Issuer proposes to issue its Lease Revenue Bonds (▇▇▇▇▇▇
Point Marine Terminal Project) 1997 Series A in the aggregate principal amount
of $17,890,000 (the "Series A Bonds") and its Lease Revenue Bonds (▇▇▇▇▇▇ Point
Marine Terminal Project) 1996 Series B (Taxable) in the aggregate principal
amount of $1,660,000 (the "Series B Bonds" and, together with the Series A
Bonds, the "Bonds") pursuant to an Indenture of Trust dated as of June 1, 1997
(the "Indenture") between the Issuer and the Trustee
and proposes to apply the proceeds of the sale of the Bonds to finance
the cost of the Project; and
WHEREAS, the Issuer proposes to lease the Project Facility to the
Mortgagor pursuant to a Lease Agreement dated as of June 1, 1997 (the "Lease
Agreement"), pursuant to which the Mortgagor shall covenant to make lease
payments to the Issuer sufficient to pay, among other things, all principal,
premium, if any, and interest when due on the Bonds and other amounts payable in
connection with the Bonds; and
WHEREAS, the Bonds shall be secured by the pledge of payments to be
made by the Mortgagor under the Lease Agreement; and
WHEREAS, the obligations of the Mortgagor under the Lease Agreement and
the payment of the Bonds shall be guaranteed by the Mortgagor, ▇.▇. ▇▇▇▇▇▇▇▇ &
Co., Inc., Refrigerated Distribution Center, Inc., Oregon Avenue Enterprises,
Incorporated, ▇▇▇▇ Cargo Systems, Inc., The Riverfront Development Corp., CRT,
Inc., ▇▇▇▇▇▇ ▇▇▇▇▇ Ice, Inc., ▇▇▇▇▇▇▇▇ Avenue Warehousing Corp., Refrigerated
Enterprises, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., Inc., Dockside International Fish Co.,
Inc., ▇▇▇▇▇▇ Marine Services, Inc., Wilmington Stevedores, Inc. and any other
person required to be a Guarantor (collectively, the "Guarantors") pursuant to
the Guaranty; and
WHEREAS, the Bonds shall be further secured by a first mortgage from
the Issuer to the Trustee on the Mortgaged Property and a security interest in
certain machinery and equipment constituting fixtures; and
WHEREAS, the Bonds shall be further secured by this first leasehold
mortgage on the Mortgaged Property from the Mortgagor to the Trustee; and
WHEREAS, the Mortgagor and the Trustee each have full right and lawful
authority to enter into this Mortgage, and to perform and observe the provisions
hereof on their respective parts to be performed and observed.
NOW, THEREFORE, to equally and ratably secure (without preference or
priority) payment of the principal of, premium (if any) and interest on the
Bonds, the Mortgagor's and the Guarantors' respective obligations under the
Lease Agreement and the Guaranty, and the payment of any and all other amounts
required to be paid pursuant to, and the performance of all covenants,
agreements and obligations required to be performed by the Mortgagor under this
Mortgage, the Lease Agreement and the Guaranty (collectively, the "Secured
Agreements"), whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising and howsoever evidenced, plus all
expenses of enforcing this Mortgage, the Mortgagor, for and in
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or any part thereof under the power of eminent domain, or for any damage
(whether caused by such taking or otherwise) to the Mortgaged Property or any
part thereof, or to any rights appurtenant thereto, including any award for
change of grade of streets.
TO HAVE AND TO HOLD the above granted and described property equally
and ratably unto the Trustee and its respective successors and assigns, forever.
The Mortgagor does hereby fully warrant that it is the lawful owner of the
leasehold estate in the Project Site and the Project pursuant to the Lease
Agreement and will defend the same against the lawful claims of all persons
whomsoever, subject only to the Permitted Encumbrances, and that it has good and
lawful authority to sell, convey, mortgage and grant a security interest in the
Mortgaged Property.
PROVIDED, ALWAYS that if the Mortgagor or its successors or assigns
shall pay to the Trustee or its respective successors or assigns all amounts
secured hereby, including without limitation all amounts due under the Secured
Agreements, and all other amounts due hereunder, and shall perform, observe and
comply with all of the terms, conditions, covenants and agreements contained
herein and in the Secured Agreements, and if no Bonds remain Outstanding, then
this Mortgage shall be absolutely void; otherwise the same shall remain in full
force and effect.
The Mortgagor further covenants and agrees as follows:
1. Payment. The Mortgagor shall pay all sums, including interest,
secured hereby when due, as provided for in the Secured Agreements and in this
Mortgage, and any renewal, extension or modification of any thereof.
2. Compliance with Laws. The Mortgagor shall comply with all present
and future laws, ordinances, rules, regulations, covenants, conditions and
restrictions affecting the Mortgagor, the Mortgaged Property or the use and
occupancy thereof, and not suffer or permit any violation thereof.
3. Maintenance and Modification of Mortgaged Property by the Mortgagor.
The Mortgagor agrees that at all times, the Mortgagor will maintain, preserve
and keep the Mortgaged Property or cause the Mortgaged Property to be
maintained, preserved and kept, with the appurtenances and every part and parcel
thereof in good repair, working order, and condition, and that the Mortgagor
will make or cause to be made from time to time all necessary and proper
repairs, replacements and renewals.
In addition, the Mortgagor shall have the privilege of remodeling the
Mortgaged Property or making substitutions, modifications and improvements to
the Mortgaged Property from time
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to time as the Mortgagor, in its discretion, may deem to be desirable for the
Mortgagor's use for such purposes as shall be permitted by the Act, and shall
not adversely impact the tax-exemption on the Series A Bonds, the costs of which
remodeling, substitutions, modifications and improvements shall be paid by the
Mortgagor, and the same shall be the property of the Mortgagor or the Issuer, as
the case may be, and be included under the terms of this Mortgage as part of the
Mortgaged Property; provided, however, that such remodeling, substitutions,
modifications and improvements shall not interfere with the operation of the
Mortgaged Property or in any way damage the Mortgaged Property, and provided
that the Mortgaged Property, as remodeled, improved or altered, upon completion
of such remodeling, substitutions, modifications and improvements made pursuant
to this Section shall be of a value not less than the value of the Mortgaged
Property immediately prior to the remodeling or the making of substitutions,
modifications and improvements. Any property for which a substitution or
replacement is made pursuant to this Section may be disposed of by the Mortgagor
in any manner and in the sole discretion of the Mortgagor.
4. Liens. The Mortgagor will not permit any mechanic's or other lien
other than Permitted Encumbrances to be established or remain against the
Mortgaged Property, provided that if the Mortgagor shall first notify the
Trustee of its intention to do so, the Mortgagor may in good faith contest at
the Mortgagor's expense any mechanic's or other lien filed or established
against the Mortgaged Property, and in such event may permit the item so
contested to remain undischarged and unsatisfied during the period of such
contest and any appeal therefrom unless by nonpayment of any such item the
security afforded by this Mortgage will be materially endangered or the
Mortgaged Property or any part thereof will be subject to loss or forfeiture, in
which event the Mortgagor shall promptly pay and cause to be satisfied and
discharged such unpaid item.
5. Taxes and Governmental and Utility Charges. The Mortgagor will pay
or cause to be paid, as the same respectively become due, all taxes and
governmental charges of any kind whatsoever that may at any time be lawfully
assessed or levied against or with respect to the Mortgaged Property or any part
thereof, including, without limiting the generality of the foregoing, all ad
valorem taxes or payments in lieu of taxes levied against the Mortgaged Property
and any other taxes levied upon the Mortgaged Property which, if not paid, will
become a charge on the receipts from the Mortgaged Property or a lien against
the Mortgaged Property or any interest therein or the revenues derived
therefrom; all utility and other charges incurred in the operation, maintenance,
use, occupancy and upkeep of the Mortgaged Property; and all assessments and
charges lawfully made by any governmental body for public improvements that may
be
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secured by a lien on the Mortgaged Property, provided that with respect to
special assessments or other governmental charges that may lawfully be paid in
installments over a period of years, the Mortgagor shall be obligated to pay or
cause to be paid only such installments when and as they are required to be
paid.
The Mortgagor may, at the Mortgagor's expense, in good faith contest
any such taxes, assessments and other charges, provided that such contest shall
not result in a lien being placed on the Mortgaged Property or any part thereof
or result in the Mortgaged Property being subject to loss or forfeiture, and
further provided that the Mortgagor gives notice in writing of such contest to
the Trustee.
6. Casualty and Other Insurance. The Mortgagor agrees to insure or
cause to be insured the Mortgaged Property against loss or damage by fire and
other hazards of the nature and in accordance with the requirements set forth in
Article VII of the Lease Agreement. The Mortgagor will not do or suffer to be
done anything which will increase the risk of fire or other hazard to the
Mortgaged Property or any part thereof without first causing such increased risk
to be fully and adequately covered by insurance.
7. Worker's Compensation Coverage. The Mortgagor shall maintain
worker's compensation, longshoreman's and harbor worker's coverage or cause the
same to be maintained to the extent required by applicable law.
8. [INTENTIONALLY OMITTED]
9. Casualty or Condemnation. The net proceeds of any casualty to or any
taking by the power of eminent domain of all or a portion of the Mortgaged
Property shall be applied as provided in Section 8.2 of the Lease Agreement.
10. Advances. If the Mortgagor fails to pay, or cause to be paid,
subject to any right hereunder to contest, any claim, lien, or encumbrance
(other than Permitted Encumbrances), or, prior to delinquency, any tax or
assessment, or, when due, any insurance premium, or to keep the Mortgaged
Property in repair, or shall commit or permit waste, or if there shall be
commenced any action or proceeding affecting the Mortgaged Property or the title
thereto, or the interest of the Trustee therein, including, but not limited to,
eminent domain and bankruptcy or reorganization proceedings, then the Trustee,
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 such action or proceeding and retain counsel therein, and take such
action therein as the Trustee deems
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advisable, and for any of said purposes the Trustee may advance such sums of
money, including all costs, reasonable attorneys, fees and other items of
expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums
of money so advanced by the Trustee together with interest on each such advance
at the highest rate of interest then in effect on the Bonds, and the repayment
of such advances shall be secured hereby. In making any payment or securing any
performance relating to any obligation of the Mortgagor under this Mortgage, the
Trustee, so long as it acts in good faith, shall be the sole judge of the
legality, validity and amount of any lien or encumbrance and of all other
matters necessary to be determined in satisfaction thereof. No such action of
the Trustee shall ever be considered as a waiver of any right accruing to it
hereunder. The Trustee shall not ever be held accountable for any delay in
making any such payment, which delay may result in additional interest, costs,
charges or expenses.
11. Attorneys' Fees. In case of any action or any proceedings in any
court to collect any sums payable or secured by this Mortgage or to protect the
lien of the Trustee or in any other case permitted by law in which attorneys,
fees and expenses may be collected from the Mortgagor or the Issuer or charged
upon the Mortgaged Property, the Mortgagor shall pay reasonable attorneys' fees
and expenses.
12. Remedies. Subject always to the provisions of Section 13 hereof,
upon the occurrence of a "Default" as defined and specified in the Indenture and
the declaration of an acceleration of the Bonds pursuant to the Indenture, or of
the Mortgagor's payment obligations under the Lease Agreement, the Trustee may
exercise one or more of the following remedies (no remedy hereunder intended to
be exclusive of any other remedy hereunder, under any of the Secured Agreements
or under the Indenture):
(a) The Trustee may require the Mortgagor, upon demand of the Trustee,
to forthwith surrender, and the Trustee may, to the extent permitted by
applicable law, by such officer, agent or receiver as it may appoint, all
without regard to the value of the security hereof, take possession of, all or
any part of the Mortgaged Property together with the books, papers and accounts
of the Mortgagor or the Issuer pertaining thereto, and make all needed repairs
and improvements as the Trustee shall deem necessary or appropriate, and lease
or sell the Mortgaged Property or any part thereof in the name and for the
account of the Mortgagor and the Issuer and collect, receive and sequester the
rental therefrom, and out of the same and any moneys received from any receiver
pay, or set up proper reserves for the payment of all proper costs and expenses
of so taking, holding, leasing, selling and managing the same, including
reasonable compensation to the Trustee, its agents and counsel, and any charges
of the Trustee hereunder, and any
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taxes and assessments and other charges due and payable which the
Trustee may deem it wise to pay, and all expenses of such repairs and
improvements, and apply the remainder of the moneys so received to the payment
of the indebtedness secured hereby. Whenever all that is due upon the
indebtedness secured hereby shall have been paid and all defaults made good, the
Trustee shall surrender whatever possession the Trustee shall retain to the
Mortgagor; the same right of entry, however, shall exist upon any subsequent
default.
(b) The Trustee may enter and take possession of the Mortgaged Property
or any part thereof, and lease the Mortgaged Property or any part thereof for
the account of the Mortgagor, holding the Mortgagor liable for all payments due
to the effective date of such leasing and for the difference in the rent and
other amounts paid by the lessee pursuant to such lease and the amounts payable
by the Mortgagor on account of the indebtedness secured hereby.
(c) Subject to any mandatory requirements of applicable law, the
Trustee may sell the Mortgaged Property as an entirety or from time to time in
part to the highest bidder at public auction at such place and at such time
(which sale may be adjourned from time to time in the discretion of the Trustee
by announcement at the time and place fixed for such sale, without further
notice) and upon such terms as the Trustee may fix and briefly specify in a
notice of sale to be published once each week for four (4) successive weeks
prior to such sale in a newspaper of general circulation in the county in which
the Mortgaged Property is located and in such event the Trustee may bid for or
become the purchaser of the Mortgaged Property at the public auction and be
entitled to have the purchase price payable at the public auction payable by
credit for the balance due and payable hereunder in respect of the indebtedness
secured hereby.
(d) The Trustee may foreclose this Mortgage by judicial proceedings in
the manner provided by the laws of the State of New Jersey for the foreclosure
of mortgages, and in such event the Trustee may bid for or become the purchaser
of the Mortgaged Property or any part thereof at the foreclosure sale and be
entitled to have the purchase price payable at foreclosure sale payable by
credit to the judgment for the balance, if any, due and payable hereunder in
respect of the indebtedness secured hereby.
(e) The Trustee may exercise all rights and remedies available to
secured creditors under the Uniform Commercial Code as in effect in the State of
New Jersey.
13. Option To Release Certain Real Estate. Notwithstanding any other
provisions of this Mortgage, the Trustee hereby agrees, at the request of the
Mortgagor at any time and from time to time,
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to release from this Mortgage (i) any unimproved part of the Project Site, or
(ii) any part of the Project Site with respect to which fee title is to be
conveyed to a railroad, public utility or public body in order that railroad
service, utility services or roads may be provided for the Mortgaged Property,
upon receipt of:
(a) Copies of the instrument of release, in recordable form.
(b) A certificate of the Mortgagor (i) stating that no "Default" or
"Event of Default" or any condition or event which, with the giving of notice or
the passage of time or both would constitute a "Default" or "Event of Default"
has occurred under the Secured Agreements or the Indenture, (ii) giving an
adequate legal description of that portion of the Project Site to be released,
(iii) stating the purpose for which the release is desired, (iv) requesting such
release, and (v) approving such release.
(c) If applicable, a copy of the instrument conveying the portion of
the Project Site to be released.
(d) Any instrument or instruments required by the terms of such
release.
(e) A certificate of an independent engineer not unacceptable to the
Trustee in its reasonable discretion dated not more than sixty (60) days prior
to the date of the release and stating that, in the opinion of such engineer (i)
the portion of the Project Site so proposed to be released is necessary or
desirable in order to obtain railroad service, utility services or roads to
benefit the Mortgaged Property, or is not otherwise needed for the efficient
operation of the Mortgaged Property for the purpose stated in the Lease
Agreement and (ii) the release so proposed to be made will not impair the
usefulness of the Mortgaged Property as a facility for the purposes for which it
was designed and for such purposes as shall be permitted by the Act and will not
destroy the means of ingress thereinto.
It is understood and agreed, however, that if the portion of the
Project Site to be released has transportation or utility facilities located
upon it, the Mortgagor shall retain an easement to use such facilities to the
extent necessary for the efficient operation of the Mortgaged Property.
The Trustee agrees that upon receipt of the items required in this
Section to be furnished by the Mortgagor, it will promptly execute and deliver
the proposed release covering the portion of the Project Site to be released. In
the event of any such release, the Mortgagor shall not be entitled to any
postponement,
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abatement or diminution of amounts payable on account of the
indebtedness secured hereby.
14. Release of Items of Equipment. In any instance where the Mortgagor
in its sole discretion determines that any items of Equipment have become
obsolete, worn out, unsuitable, inappropriate or unnecessary for its purposes,
and so long as no "Default" or "Event of Default" or any condition or event
which, with the giving of notice or the passage of time or both would constitute
a "Default" or "Event of Default" has occurred under the Secured Agreements, the
Mortgagor may remove such Equipment from the Mortgaged Property and sell,
trade-in, exchange or otherwise dispose of such Equipment (as a whole or in
part) without any responsibility or accountability to the Trustee therefor,
provided that the Mortgagor shall substitute and install anywhere in the
Mortgaged Property other machinery or equipment having equal or greater utility
or value (but not necessarily having the same function) in the operation of the
Mortgaged Property as a modern facility, all of which substituted machinery or
equipment shall be free of all liens and encumbrances (other than Permitted
Encumbrances) and shall become a part of the property secured hereunder.
The removal from the Mortgaged Property of any portion of the Equipment
pursuant to the provisions of this Section shall not entitle the Mortgagor to
any postponement, abatement or diminution in amounts payable on account of the
indebtedness secured hereby.
Upon the request of the Mortgagor, the Trustee shall deliver and cause
to be delivered to the Mortgagor, such instruments as are reasonably necessary
to confirm the release of removed items of the Equipment from the lien of this
Mortgage and cancel any security interest with respect thereto, provided that
such request is accompanied by a certificate of an officer of the Mortgagor to
the effect that such release complies in all respects with this Section.
15. Granting of Easements. If no "Default" or "Event of Default" or
any condition or event which, with the giving of notice or the passage of time
or both would constitute a "Default" or "Event of Default" has occurred under
the Secured Agreements, the Mortgagor and the Issuer may at any time or times
and at the request of the Mortgagor, grant easements, licenses, rights-of-way
(including the dedication of public highways) and other rights or privileges in
the nature of easements with respect to any property or rights included in the
Mortgaged Property, free from the lien and security interest afforded by or
under this Mortgage or the Mortgagor or the Issuer may reconvey existing
easements, licenses, rights-of-way and other rights and privileges with or
without consideration, and the Trustee agrees to execute and deliver or cause to
be executed and delivered any instrument necessary or
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appropriate to confirm and grant or convey any such easement, license,
right-of-way or other grant or privilege upon receipt of: (1) a copy of the
instrument of grant or reconveyance; and (2) a written statement signed by an
officer of the Mortgagor or the Issuer stating that such grant or reconveyance
will not impair the effective use or value or interfere with the operation of
the Mortgaged Property.
16. No Waiver. No failure, forbearance or delay by the Trustee in
exercising any right or remedy hereunder, under any Secured Agreement, under the
Indenture or otherwise afforded by law, shall operate as a waiver thereof or
preclude the exercise thereof in accordance herewith or therewith. No waiver by
the Trustee of any default shall constitute a waiver of or consent to subsequent
defaults. No withdrawal or abandonment of foreclosure proceedings by the Trustee
shall be taken or construed as a waiver of its right to exercise any right or
remedy hereunder by reason of any past, present or future default; and, in like
manner, the procurement of insurance or the payment of taxes or other liens or
charges by the Trustee shall not be taken or construed as a waiver of its rights
or remedies hereunder.
17. Waiver of Mortgagor. The Mortgagor, on behalf of itself and all
persons now or hereafter interested in the Mortgaged Property, to the fullest
extent permitted by applicable law, hereby waives all rights under all
appraisement, homestead, moratorium, valuation, exemption, stay, extension,
redemption and marshaling statutes, laws or equities now or hereafter existing,
and the Mortgagor agrees that no defense, claim or right based on any thereof
will be asserted, or may be enforced, in any action enforcing or relating to
this Mortgage or any of the Mortgaged Property. Without limiting the generality
of the preceding sentence, the Mortgagor, on its own behalf and on behalf of
each and every person acquiring any interest in or title to the Mortgaged
Property subsequent to the date of this Mortgage, hereby irrevocably waives any
and all rights of redemption from sale under any power contained herein or under
any sale pursuant to any statute, order, decree or judgment of any court.
18. Definitions. In this Mortgage, all words and terms defined in the
Lease Agreement, the Guaranty and the Indenture shall have the respective
meanings and be construed as provided therein unless a different meaning clearly
appears from the context. Reference herein to, or citation herein of, any
provisions of the Lease Agreement, the Guaranty or the Indenture shall be deemed
to incorporate such provisions as a part hereof in the same manner and with the
same effect as if the same were fully set forth herein.
19. Severability. In the event that any one or more of the provisions
contained in this Mortgage shall for any reason be held
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to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Mortgage, but this Mortgage shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein or therein.
20. Successors and Assigns. Unless otherwise expressly stated, the
terms "Mortgagor" and "Trustee" as used herein include each of their respective
successors in interest and assigns.
21. Notices. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when delivered
or mailed by certified or registered mail, postage prepaid, addressed as
follows: if to the Mortgagor, ▇▇▇▇ Hauling and Warehousing System, Inc., ▇.▇.
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice
President; and if to the Trustee, The Bank of New York, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department. Any
party hereto may, by written notice given hereunder, designate any further or
different addresses to which subsequent notices, certificates or other
communications shall be sent. Copies of all notices shall be given to the Issuer
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 70 East, Cherry Hill, New Jersey 08034,
Attention: Executive Director, or such further or different addresses as the
Issuer shall designate.
22. New Jersey Uniform Commercial Code Security Interest and Financing
Statement. This instrument is intended to be a security agreement pursuant to
the New Jersey Uniform Commercial Code covering any of the items or types of
property included as part of the Mortgaged Property that may be subject to a
security interest pursuant to the New Jersey Uniform Commercial Code, and the
Mortgagor hereby grants to the Trustee, its successors and assigns a security
interest in such items or types of property.
This Mortgage or a reproduction hereof is deemed to constitute a
fixture filing to be filed of record in the real estate records maintained by
the Clerk of Camden County, pursuant to N.J.S.A. 12A:9-402(3) and (6). In
addition, the Mortgagor will execute, deliver and file any financing statements
or amendments thereof or continuation statements thereto that may be required to
perfect or to continue the perfection of a security interest in said items or
types of property. The Mortgagor shall pay all reasonable costs of the
preparation and filing of such instruments.
23. Amendments. Except as may otherwise be specifically provided
herein, no charge, amendment, modification, cancellation or discharge hereof, or
any part hereof, shall be valid unless in writing and signed by the parties
hereto.
24. Modifications. The parties to this Mortgage may mutually agree to
change the interest rate, due date or other term
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or terms of this Mortgage or of the obligations secured by this
Mortgage. If the parties mutually agree to a change, which change is a
"modification" as defined in New Jersey P.L. 1985, c. 353, this Mortgage shall
be subject to the priority provisions of that law.
25. Captions. The captions herein are inserted only for convenience of
reference and in no way define, limit or describe the scope or intent of this
Mortgage or any particular paragraph or section hereof, nor the proper
construction hereof.
26. Governing Law. This Mortgage is to be governed and construed
according to the laws of the State of New Jersey.
27. Receipt. THE MORTGAGOR HEREBY ACKNOWLEDGES RECEIPT OF A TRUE COPY
OF THIS MORTGAGE, WITHOUT CHARGE.
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IN WITNESS WHEREOF, the Mortgagor has caused this instrument to be
executed in its name by one of its duly authorized officers; and the Trustee has
evidenced its acceptance of this instrument by having caused this instrument to
be executed in its corporate name by one of its duly authorized officers, as of
the date first above written.
[SEAL] ▇▇▇▇ HAULING AND WAREHOUSING
Attest: SYSTEM, INC.
/s/▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________ By:________________________________
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
[SEAL] THE BANK OF NEW YORK,
as Trustee
Attest:
/s/▇▇▇▇▇▇ ▇▇▇▇ /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_______________________________ By:________________________________
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Assistant Vice President Assistant Vice President
Signature Page to Company Mortgage