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STATE OF SOUTH CAROLINA )
) MORTGAGE AND SECURITY AGREEMENT
COUNTY OF HAMPTON )
THIS MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the
"Mortgage") made and entered into as of the 15th day of , by and
between Safety Disposal System of South Carolina, Inc., a South Carolina
Corporation having a mailing address of 000 Xxx Xxxxxx, Xxxxxxx, X.X. 00000
(hereinafter referred to as "Mortgagor"), and Xxxxxxxx Medical Technologies of
South Carolina, Inc., a South Carolina Corporation having as a mailing address
000 Xxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx (hereinafter referred to as
"Mortgagee").
WITNESSETH:
That for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and
other valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, and in order to secure the indebtedness and other obligations of
Mortgagor herein after set forth, Mortgagor does hereby mortgage, grant,
bargain, sell, convey, assign, transfer and set over unto Mortgagee and the
successors and assigns of Mortgagee all of the following described land and
interests in land, estates, easements, rights, improvements, property,
fixtures, equipment, furniture, furnishings, appliances and appurtenances
(hereinafter collectively referred to as the "Mortgaged Property"):
THE MORTGAGED PROPERTY
(A) THE LAND. All the land located in the County of Hampton, State of
South Carolina (the "Land"), described in Exhibit "A" attached hereto
and made a part hereof;
(B) THE IMPROVEMENTS. TOGETHER WITH all buildings, structures and
improvements of every nature whatsoever now or here after situated on
the Land, and all fixtures, machinery, appliances, equipment,
furniture, and personal property of every nature whatsoever now or
hereafter owned by Mortgagor and located in or on, or attached to, or
used to intended to be used in connection with or with the operation
of, the Land, buildings, structures or other improvements, including
all extensions, additions, improvements, betterments, renewals and
replacements to any of the foregoing and all of the right, title and
interest of Mortgagor in and to any such personal property or fixtures
subject to any lien, security interest or claim together with the
benefit of any deposit or payments now or hereafter made by Mortgagor
or on its behalf (the "Improvements").
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(C) EASEMENTS OR OTHER INTERESTS. TOGETHER WITH all easements,
rights-of-way, gores of land, streets, ways, alleys, passages, sewer
rights, waters, water courses, water rights and liberties, tenements,
hereditaments and appurtenances whatsoever, in any way belonging,
relating or appertaining to any of the property hereinabove described,
or which hereafter shall in any way belong, elate or be appurtenant
thereto, whether now owned or hereafter acquired by Mortgagor, and the
reversion and reversions, remainder and remainders, rents, issues and
profits thereof, and all the estate, right, title, interest, property,
possession, claim and demand whatsoever, at law as well as in equity,
of Mortgagor of, in and to the same, including but not limited to all
judgments, awards of damages and settlements here after made resulting
from condemnation proceedings or the taking of the property described
in Paragraph (A), (B), and (C) hereof or any part thereof under the
power of eminent domain, or for any damage (whether caused by such
taking or otherwise) to the property described in Paragraphs (A), (B),
and (C) hereof or any part thereof, or to any rights appurtenant
thereto, and all proceeds of any sales or other dispositions of the
property described in Paragraphs (A), (B), and (C) hereof or any part
thereof.
(D) ASSIGNMENT OF RENTS. TOGETHER WITH all rents, royalties, issues,
profits, revenue, income and other benefits from the property
described in Paragraphs (A), (B), and (C) hereof to be applied against
the indebtedness and other sums secured hereby, provided, however,
that permission is hereby given to Mortgagor so long as no default has
occurred hereunder, to collect, receive, take, use and enjoy such
rents, royalties, issues, profits, revenue, income and other benefits
as they become due and payable, but not in advance thereof. The
foregoing assignment shall be fully operative without any further
action on the part of either party and specifically Mortgagee shall be
entitled, at its option, upon the occurrence of a default hereunder,
to all rents, royalties, issues, profits, revenue, income and other
benefits from the property described in Paragraphs (A), (B), and (C)
hereof, whether or not Mortgagee takes possession of the property
described in Paragraphs (A), (B), and (C) hereof. Upon the declaring
of any such default hereunder, the permission hereby given to
Mortgagor to collect such rents, royalties, issues, profits, revenue,
income and other benefits from the property described in Paragraphs
(A), (B), and (C) hereof shall terminate and such permission shall not
be reinstated upon a cure of the default without Mortgagee's specific
consent, which consent shall not be unreasonably withheld. Neither
the exercise of any rights under this Paragraph by Mortgagee nor the
application of any such rents, royalties, issues, profits, revenue,
income or other benefits to the indebtedness and other sums secured
hereby, shall cure or waive any default or notice of default hereunder
or invalidate any act done pursuant hereto or to any such notice, but
shall be cumulative of all other rights and remedies.
This instrument constitutes an absolute and present assignment of the
rents, royalties, issues, profits, revenue, income and other benefits
from the Mortgaged Property,
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subject, however, to the conditional permission given to Mortgagor to
collect, receive, take, use and enjoy the same as provided
hereinabove; provided, further, that the existence or exercise of such
right of Mortgagor shall not operate to subordinate this agreement to
any subsequent assignment, in whole or in part, by Mortgagor, and any
such subsequent assignment by Mortgagor shall be subject to the rights
of Mortgagee hereunder.
(E) ASSIGNMENT OF LEASES. TOGETHER WITH all right, title and interest of
Mortgagor in and to any and all leases now or hereafter on or
affecting the property described in Paragraphs (A), (B), and (C)
hereof, together with all security therefor and all monies payable
thereunder, subject, however, to the conditional permission
hereinabove given to Mortgagor to collect the rentals under any such
lease. The foregoing assignment of any lease shall not be deemed to
impose upon Mortgagee any of the obligations or duties of Mortgagor
provided in any such lease, and Mortgagor agrees to fully perform all
obligations of the lessor under all such leases. Upon Mortgagee's
request, Mortgagor agrees to send to Mortgagee a list of all leases
covered by the foregoing assignment and as any such lease shall expire
or terminate, or as any new lease shall be made, Mortgagor shall
notify Mortgagee in order that at all times Mortgagee shall have a
current list of all leases affecting the property described in
Paragraphs (A), (B), and (C) hereof. Mortgagee shall have the right,
at any time and from time to time, to notify any lessee of the rights
of Mortgagee as provided by this Paragraph. From time to time, upon
request of Mortgagee, Mortgagor shall specifically assign to Mortgagee
as additional security hereunder, by an instrument in writing in such
form as may be approved by Mortgagee, all right, title and interest of
Mortgagor in and to any and all leases now or hereafter on or
affecting the Mortgaged Property, together with all security therefor
and all monies payable thereunder, subject to the conditional
permission herein above given to Mortgagor to collect the rentals
under any such lease. Mortgagor shall also execute and deliver to
Mortgagee any notification by Mortgagee to perfect the foregoing
assignment as to any such lease.
(F) FIXTURES AND PERSONAL PROPERTY. TOGETHER WITH a security interest in
(i) all property and fixtures now or hereafter acquired and affixed to
or located on the property described in Paragraphs (A), (B), and (C)
hereof which, to the fullest extent permitted by law, shall be deemed
fixtures and a part of the real property, (ii) all articles of
personal property now or hereafter acquired and all materials
delivered to the property described in Paragraphs (A), (B), and (C)
hereof for use in any construction being conducted thereon, and owned
by Mortgagor; (iii) and all contract rights, general intangibles,
actions and rights in action now or hereafter acquired pertaining to
the Mortgaged Property, including all rights to insurance proceeds,
and (iv) all proceeds, products, replacements, additions,
substitutions, renewals and accessions of any of the foregoing.
Mortgagor (Debtor) hereby grants to Mortgagee
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(Secured Party) a security interest in all fixtures, rights in action
and personal property described herein.
Everything referred to in Paragraphs (A), (B), (C), (D), (E) and (F)
hereof and any additional property hereafter acquired by Mortgagor and
subject to the lien of this Mortgage or intended to be so is herein
referred to as the "Mortgaged Property."
TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto
Mortgagee, its successors and assigns, to its own proper use and benefit
forever.
This Mortgage and Security Agreement is given to secure the following described
indebtedness:
(a) The debt evidenced by that certain Promissory Note
(hereinafter referred to as the "Note" and to which note
reference is hereby made for all purposes) dated at even date
here with, made by Mortgagor and guaranteed by Med/Waste, Inc.
a Delaware corporation (the "Parent") and the Parent
Corporation of Mortgagor, payable to the order of Mortgagee in
the principal face amount of Two Million Six Hundred Twenty
Thousand Dollars ($2,620,000), with the final payment being
due on ___________________; together with any and all
modifications, renewals and/or extensions of the Note;
(b) Any and all additional future advances and readvances pursuant
to the provisions of Section 29-3-50 of the Code of Laws of
South Carolina, 1976, as amended, made by Mortgagee under the
Note or to protect or preserve the Mortgaged Property or the
lien hereof with respect to the Mortgaged Property, or for
taxes, assessments or insurance premiums as hereinafter
provided (whether or not the original Mortgagor remains the
owner of the Mortgaged Property at the time of such advances);
(c) Any and all other indebtedness, liabilities, or obligations of
Mortgagor to Mortgagee, of any nature whatsoever whether now
existing or hereafter created, whether direct, indirect, or
secondary, and any and all modifications, extensions and/or
renewals thereof, arising out of;
All of the indebtedness referred to above in (a), (b) or (c)
is hereinafter referred to collectively as the "Indebtedness".
PROVIDED, HOWEVER, that the maximum amount of the Indebtedness outstanding at
any one time secured hereby shall not exceed twice the face amount of the Note
plus interest thereon, and all charges and expenses of collection incurred by
Mortgagee, including court costs and reasonable attorney's fees.
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PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to
Mortgagee all the principal and interest payable under the Loan Documents at
the times and in the manner stipulated therein and herein, all without any
deduction or credit for taxes or other similar charges paid by Mortgagor, and
shall keep, perform and observe all the covenants and promises in the Loan
Documents to be kept, performed or observed by Mortgagor, then this Mortgage,
and all the properties, interest and rights hereby granted, conveyed and
assigned shall cease and be void.
Mortgagor further covenants and agrees with Mortgagee as follows:
ARTICLE ONE
COVENANTS OF MORTGAGOR
1.01 Performance of Loan Documents. Mortgagor shall perform, observe, and
comply with all provisions hereof and of the Loan Documents, and will
promptly pay to Mortgagee the principal with interest thereon and all
other sums required to be paid by Mortgagor under the Loan Documents
when payment shall become due, all without deduction or credit for
taxes or other similar charges paid by Mortgagor.
1.02 Warranty of Title. Mortgagor covenants and warrants that it is seized
of an indefeasible estate in fee simple in the Land and real property
hereby mortgaged, has good and absolute title to all existing personal
property hereby mortgaged or made subject to the security interest
hereby created and has good right, full power and lawful authority to
convey, mortgage and encumber the same as provided herein; that
Mortgagor may at all times peaceably and quietly enter upon, hold,
occupy and enjoy the land and real property hereby mortgaged and every
part thereof; that the land, real property and all existing personal
property hereby mortgaged or made subject to the security interest
hereby created is free and clear of all liens, security interests,
charges and encumbrances whatsoever, except the lien for property
taxes not yet due and payable and those permitted encumbrances, if
any, described in Exhibit "B", attached hereto. Mortgagor shall and
will make such further assurances to perfect Mortgagee's fee simple
title to the Land and the real property hereby mortgaged, and the
title to the personal property hereby mortgaged or made subject to the
security interest hereby created as may reasonably be required.
Mortgagor fully warrants the title to the Mortgaged Property hereby
mortgaged or made subject to the security interest hereby created and
every part thereof, and will forever defend the same against the
claims of all persons whomsoever.
1.03 Zoning. Mortgagor covenants and warrants that all applicable zoning
laws, ordinances and regulations affecting the Land permit the use and
occupancy of the Improvements.
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1.04 Taxes and Liens.
(a) Mortgagor shall pay or bond promptly, when and as due, and
shall promptly exhibit to Mortgagee receipts for the payment
of, all taxes, assessments, rates, dues, charges, fees,
levies, fines, impositions, liabilities, obligations and
encumbrances of every kind whatsoever now or hereafter
imposed, levied or assessed upon or against the Mortgaged
Property or any part thereof, or upon or against the Mortgagor
or the indebtedness or other sums secured hereby, or upon or
against the interest of Mortgagee in the Mortgaged Property,
as well as all income taxes, assessments and other
governmental charges levied and imposed by the United States
of America or any state, county, municipality, borough or
other taxing authority upon or against Mortgagor or in respect
of the Mortgaged Property or any part thereof, and any charge
which, if unpaid, would become a lien or charge upon the
Mortgaged Property prior to or equal to the lien of this
Mortgage before they become delinquent and before any interest
attaches or any penalty is incurred.
(b) Mortgagor shall not permit or suffer for more than thirty (30)
days any unbonded mechanics', laborers', materialmen's
statutory or other lien upon any of the Mortgaged Property.
(c) Mortgagor shall not claim, demand or be entitled to receive
any credit or credits on the principal or interest payable
under the terms of the Loan Documents or on any other sums
secured hereby, for so much of the taxes, assessments or
similar impositions assessed against the Mortgaged Property or
any part thereof as are applicable to the indebtedness secured
hereby or to Mortgagee's interest in the Mortgaged Property.
No deduction shall be claimed from the taxable value of the
Mortgaged Property or any part thereof by reason of the Loan
Documents.
(d) In the event of passage, after the date of this Mortgage, of
any law of the State of South Carolina, deducting from the
value of real property for the purpose of taxation, any lien
thereon or changing in any way the laws for the taxation of
Mortgages or debts secured by mortgages for state or local
purposes or the manner of the collection of any such taxes,
and imposing a tax, either directly or indirectly, on this
Mortgage or the indebtedness secured hereby, the holder of
such indebtedness shall have the right to require the
Mortgagor to pay the Mortgagee within ten (10) days of notice
thereof by Mortgagee to Mortgagor any cost to be borne by the
Mortgagee attributable to the change in such law or laws, and
in the event same is not paid, then Mortgagee may declare the
principal sum and the interest due on a date to be specified
by not less than thirty (30) days written notice to be given
to Mortgagor by Mortgagee.
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1.05 Insurance.
(a) Mortgagor shall at its sole expense obtain for, deliver to and
maintain for the benefit of Mortgagee, during the life of this
Mortgage, insurance policies in such amounts as Mortgagee may
require but in no event exceeding the replacement cost of the
Improvements insuring the Mortgaged Property against fire,
extended coverage and such other insurable hazards, casualties
and contingencies as Mortgagee may at any time during the life
of this loan require (including flood damage, if deemed
necessary by Mortgagee in its sole discretion), and shall pay
promptly, when due, all premiums on such insurance policies
and any renewals thereof. The form of such policies and the
companies issuing them shall be reasonably acceptable to
Mortgagee. All such policies and renewals thereof shall be
held by Mortgagee and shall contain a noncontributory
mortgagee endorsement making losses payable to Mortgagee. The
coverage under such policies shall be limited to the
improvements now or hereafter located on the Mortgaged
Property. At least thirty (30) days prior to the expiration
date of all such policies, renewals thereof satisfactory to
Mortgagee shall be delivered to Mortgagee. Mortgagor shall
deliver to Mortgagee receipts evidencing the payment of all
premiums on such insurance policies and renewals. Delivery of
the insurance policies and renewals thereof shall constitute
an assignment to Mortgagee, as further security, of all
unearned premiums. In the event of loss, Mortgagor will give
immediate written notice to Mortgagee and Mortgagee may make
proof of loss if not made promptly by Mortgagor. In the event
of the foreclosure of this Mortgage or any other transfer of
title to the Mortgaged Property in extinguishment of the
indebtedness and other sums secured hereby, all right, title,
and interest of Mortgagor in and to all insurance policies and
renewals thereof then in force shall pass to the purchaser or
grantee. Mortgagee may, at its own cost and expense at any
time at its own discretion procure and substitute for any and
all of the insurance so held as aforesaid, such other policy
or policies of insurance, in like amount, as it may determine
without prejudice to its right to foreclose hereunder should
Mortgagor fail or refuse to keep said premises so insured.
(b) Mortgagor hereby assigns to Mortgagee all proceeds from any
insurance policies, and Mortgagee is hereby authorized and
empowered in its reasonable discretion, to adjust or
compromise any loss under any insurance policies on the
Mortgaged Property with the consent of the Mortgagor, which
consent shall not be unreasonably withheld, and to collect and
receive the proceeds from any such policy or policies. Each
insurance company is hereby authorized and directed to make
payment for all such losses to Mortgagor and Mortgagee
jointly. Any balance of such monies after restoration shall
either be applied toward the reduction of indebtedness and
other sums secured hereby or shall be paid to
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Mortgagor. Mortgagee shall not be responsible for any failure
to collect any insurance proceeds due under the terms of any
policy regardless of the cause of such failure.
(c) Mortgagor shall, at its sole expense, obtain for, deliver to
and maintain for the benefit of Mortgagee, during the life of
this Mortgage, liability insurance policies relating to the
Mortgaged Property, in the amount of Three Million Dollars
($3,000,000), with such companies and in such form as may be
reasonably required by Mortgagee. Mortgagee may require such
policies to contain an endorsement, in form satisfactory to
Mortgagee, naming Mortgagee as an additional insured
thereunder. Mortgagor shall pay promptly, when due, any
premiums on such insurance policies and renewals thereof.
1.06 Condemnation. If all or any part of the Mortgaged Property shall be
damaged or taken through condemnation (which term when used herein
shall include any damage or taking by any governmental authority to so
damage or take, and any transfer by private sale in lieu thereof),
either temporarily or permanently, the entire indebtedness and other
sum secured hereby shall, at the option of Mortgagee, become
immediately due and payable, Mortgagee shall be entitled to the extent
of the Indebtedness hereunder to all compensation awards, damages,
claims, rights of action and proceeds of, or on account of damage of
taking through condemnation and is hereby authorized, at its option,
to commence, appear in and prosecute, in its own or Mortgagor's name,
any action or proceeding relating to any condemnation, and to settle
or compromise any claim in connection there with. All such
compensation awards, damages, claims, rights of action and proceeds,
and any other payments or relief, and the right thereto are hereby
assigned by Mortgagor to Mortgagee, who, after deducting therefrom all
its expenses including attorney's fees, may release any monies so
received by it without affecting the lien of this Mortgage or may
apply the same in such manner as Mortgagee shall determine, to the
reduction of the sums secured hereby and to any prepayment charge
provided in the Note, this Mortgage or other instruments securing the
Note. Any balance of such monies then remaining shall be paid to
Mortgagor. Mortgagor agrees to execute such further assignments of
any compensations, awards, damages, claims, rights of action and
proceeds as Mortgagee may require.
1.07 Care of Property.
(a) Mortgagor shall preserve and maintain the Mortgaged Property
in good condition and repair. Mortgagor shall not remove,
demolish, materially alter or materially change the use of any
building, structure or other improvement presently or here
after on the Land without the prior written consent of
Mortgagee. Mortgagor shall not permit, commit or suffer any
waste, impairment or deterioration of the Mortgaged Property
or of any part thereof,
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and will not take any action which will increase the risk of
fire or other hazard to the Mortgaged Property or to any part
thereof.
(b) Except as otherwise provided in this Mortgage no fixture,
personal property or other part of the Mortgaged Property
shall be removed, demolished or altered without the prior
written consent of Mortgagee, which consent shall not be
unreasonably withheld. Mortgagor may sell or otherwise
dispose of, free from the lien of this Mortgage, furniture,
furnishings, equipment, tools, appliances, or machinery which
are not fixtures but which are subject to the lien hereof,
which may become worn out, undesirable or obsolete only if
they are replaced immediately with similar items of at least
equal value. Such items shall, without further action, become
subject to the lien of this Mortgage, except as otherwise
provided in this Mortgage.
(c) Mortgagee and Mortgagee's agents and independent contractors
may enter upon and inspect the Mortgaged Property at
reasonable times and upon reasonable notice during the term of
this Mortgage. Without limiting the scope of said right of
inspection, Mortgagee and Mortgagee's agents and experts shall
have the right at reasonable times during the term of this
Mortgage to conduct environmental reviews of the Property at
its own expense (including any sampling as may be deemed
appropriate by Mortgagee).
(d) Mortgagor will promptly comply with all present and future
laws, ordinances, rules and regulations of any governmental
authority affecting the Mortgaged Property or any part
thereof.
(e) If all or any part of the Mortgaged Property shall be lost,
damaged or destroyed by fire or any other cause, Mortgagor
will give immediate written notice thereof to Mortgagee and
shall promptly restore the Mortgaged Property to the
equivalent of its original condition regardless of whether or
not there shall be any insurance proceeds therefor, and
provided that Mortgagee assigns to Mortgagor available
insurance proceeds, if any, for the purpose of restoration.
If a part of the Mortgaged Property shall be lost, physically
damaged or destroyed through condemnation, Mortgagor will
promptly restore, repair or alter the remaining property in a
manner satisfactory to Mortgagee.
1.08 Transfer of Property. Mortgagor shall not sell, convey, transfer,
lease or further encumber any interest in or any part of the Mortgaged
Property (whether voluntarily or by operation of law), without the
prior written consent of Mortgagee. Mortgagor shall not transfer,
sell or otherwise encumber its stock or the ownership thereof, without
the prior written consent of Mortgagee. If any person should obtain
any interest in all or any part of the Mortgaged Property pursuant to
the execution or enforcement of any
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lien, security interest or other right, whether superior, equal or
subordinate to this Mortgage or the lien hereof, such event shall be
deemed to be a transfer by the Mortgagor. Mortgagor shall not,
without the prior written consent of Mortgagee, further assign the
rents from the Mortgaged Property, nor enter into any agreement or do
any act to amend, modify, extend, terminate or cancel, accept the
surrender, sub ordinate, accelerate the payment of rent. The sale of
shares of the Parent corporation shall not be deemed a breach of this
provision.
1.09 Further Assurance. At any time and from time to time, upon
Mortgagee's request, Mortgagor shall make, execute and deliver or
cause to be made, executed and delivered to Mortgagee and, where
appropriate, shall cause to be recorded or filed and from time to time
thereafter to be re-recorded or refiled at such time and in such
offices and places as shall be deemed desirable by Mortgagee any and
all such further mortgages, instruments of further assurance,
certificates or other documents as Mortgagee may consider necessary or
desirable in order to effectuate, complete, or to continue and
preserve the obligations of Mortgagor under the Loan Documents. Upon
any failure by Mortgagor to do so, Mortgagee may make, execute,
record, file, re-record or refile any and all such mortgages,
instruments, financing statements, certificates and documents for and
in the name of Mortgagor, and Mortgagor hereby irrevocably appoints
Mortgagee the agent and attorney-in-fact of Mortgagor to do so. It is
expressly intended that this power of attorney is coupled with an
interest.
1.10 After Acquired Property. The lien of this Mortgage will automatically
attach, without further act, to all after acquired property located in
or on, or attached to, or used or intended to be used in connection
with or with the operation of, the Mortgaged Property or any part
thereof.
1.11 Leases Affecting Mortgaged Property. Mortgagor shall comply with and
observe its obligations as Landlord under all leases affecting the
Mortgaged Property or any part thereof. Mortgagor, if required by
Mortgagee, shall furnish promptly to Mortgagee executed copies of all
such leases now existing or here after created, all of which shall be
in forms and substance subject to the approval of Mortgagee.
1.12 Expenses. Mortgagor shall pay or reimburse Mortgagee for all costs,
charges, and expenses (including any expenses arising out of any
bankruptcy proceeding) which may affect any security covered by this
Mortgage, including reasonable attorney's fees and disbursements, and
costs incurred or paid by Mortgagee in any action which is threatened,
pending or completed or proceeding or dispute in which Mortgagee is or
might be made a party or appears as a party plaintiff or party
defendant and which affects or might affect the Loan Documents, this
Mortgage, or the Mortgaged Property or any part thereof, or the
interests of Mortgagor or Mortgagee therein, including but not limited
to the foreclosure of this Mortgage, condemnation involving all or
part of
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the Mortgaged Property or any action to protect the security hereof.
All costs, charges, and expenses except where Mortgagor and Mortgagee
are adverse parties unless awarded by the Court so incurred or paid by
Mortgagee shall become due and payable immediately, whether or not
there by notice, demand, attempt to collect or suit pending. The
amounts so incurred or paid by Mortgagee, together with interest
thereon at the Default Rate as hereinafter defined from the date
incurred until paid by Mortgagor, shall be added to the indebtedness
and secured by the lien of this Mortgage.
1.13 Mortgagee's Performance of Defaults. If Mortgagor defaults in the
payment of any tax, assessment, encumbrance or other imposition, in
its obligation to furnish insurance here under or in the performance
or observance of any other covenant, condition or term of this
Mortgage or of any of the Loan Documents, Mortgagee may at its option
perform or observe the same, and all payments made (whether such
payments are regular or accelerated payments) and costs and expenses
incurred or paid by Mortgagee in connection therewith shall become due
and payable immediately by Mortgagor. The amounts so incurred or paid
by Mortgagee, together with interest thereon at the Default Rate as
hereinafter defined from the date incurred until paid by Mortgagor,
shall be added to the indebtedness secured by the lien of this
Mortgage. Nothing contained herein shall be construed as requiring
Mortgagee to advance or expend monies for any purposes mentioned in
this Paragraph, or for any other purpose. Mortgagee is hereby
empowered to enter and to authorize others to enter upon the Mortgaged
Property or any part thereof for the purpose of performing or
observing any such defaulted covenant, condition or terms, without
thereby becoming liable to Mortgagor or any person in possession
holding under Mortgagor.
1.14 Books and Records. Mortgagor shall keep and maintain at all times
complete, true and accurate books of accounts and records reflecting
the results of the operation of the Mortgaged Property. The Parent
shall furnish to Mortgagee a certified financial statement certified
by a certified public accountant of income and expenses for the Parent
within ninety (90) days following the end of each fiscal year or
calendar year. Mortgagor shall permit Mortgagee to inspect said books
and records upon request by Mortgagee.
1.15 Estoppel Affidavits. Mortgagor, within ten (10) days after written
request from Mortgagee, shall furnish a written statement, duly
acknowledged, setting forth the unpaid principal of, and interest on
the Loan Documents, and any other unpaid sums secured hereby, and
whether or not any offsets or defenses exist against such principal
and interest or other sums.
1.16 Hazardous Waste. The Mortgagor shall not use, generate, store or
release of any hazardous waste, toxic substance or related materials
other than in compliance with
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applicable laws ("Hazardous Materials") on the Mortgaged Property and
shall not dispose of any Hazardous Materials on the Mortgage Property
and shall not dispose of any Hazardous Materials on the Mortgaged
Property. For the purposes of this representation and warranty and as
otherwise used in this Mortgage, Hazardous Materials shall include,
but shall not be limited to, substances defined as "hazardous
substances" or "toxic substances" in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. SEC. 1802, the Resource Conservation and Recovery Act, 42
U.S.C. SEC. 6901, et seq. and comparable South Carolina statutes.
Mortgagor shall fully comply at all times with all environmental
statutes, regulations, and ordinances applicable to the Mortgaged
Property and Mortgagor's operations conducted on the Mortgaged
Property. Mortgagor shall indemnify and hold Mortgagee harmless from
and against all liability, including all foreseeable and unforeseeable
consequential damages, directly or indirectly arising out of the use,
generation, release, storage or disposal of Hazardous Material,
including, without limitation, the costs of any required or necessary
repair, cleanup, or detoxification, whether such action is required or
necessary prior to or following transfer of title to the Mortgaged
Property, to the full extent that such action is attributable,
directly or indirectly, to the use, generation, storage, release or
disposal of Hazardous Materials on the Mortgaged Property. The
indemnification herein shall not include any liability for acts on the
Mortgaged Property which occurred prior to the date hereof. The
indemnification afforded by this Section 1.16 shall survive repayment
of all sums secured by this Mortgage and shall survive any
foreclosure, deed in lieu of foreclosure, or other procedure whereby
Mortgagee acquires title to the Mortgaged Property.
ARTICLE TWO
DEFAULTS
2.01 Events of Default. The term Event of Default, wherever used in this
Mortgage, shall mean any one or more of the following events:
(a) A breach by Mortgagor of any of the covenants, agreements and
conditions of Article One hereof.
(b) Failure by Mortgagor to duly keep, perform, and observe any
other covenant, condition or agreement in the Loan Documents
including, without limitation, the payment of all interest,
principal, and other sums when due under the Loan Documents.
(c) If either (A) Mortgagor or any other obligor under the Loan
Documents: (i) files a voluntary petition in bankruptcy, or
(ii) is adjudicated as a bankrupt or
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insolvent, or (iii) files any petition or answer seeking or
acquiescing in any reorganization, management, composition,
readjustment, liquidation, dissolution or similar relief for
himself under any law relating to bankruptcy, insolvency, or
other relief for debtors, or (iv) seeks or consents to or
acquiesces in the appointment of any trustee, receiver, master
or liquidator of himself or of any or any substantial part of
the Mortgaged Property or of any or all of the rents,
revenues, issues, earnings, profits or income thereof, or (v)
makes any general assignment for the benefit of creditors, or
(vi) makes an admission in writing of its inability to pay its
debts generally as they become due; or (B) a court of
competent jurisdiction enters an order, judgment or decree
approving a petition filed against Mortgagor or any other
obligor under the Loan Documents seeking any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future
federal, state, or other statute, law or regulation relating
to bankruptcy, insolvency or other relief for debtors, which
order, judgment or decree remains unvacated and unstayed for
an aggregate of thirty (30) days (whether or not consecutive)
from the date of entry thereof; or (C) any trustee, receiver
or liquidator of Mortgagor or any other obligor of all or any
substantial part of the Mortgaged Property or of any or all of
the rents, revenues, issues, earnings, profits or income
thereof is appointed without the prior written consent of
Mortgagee, which appointment shall remain unvacated and
unstayed for an aggregate of thirty (30) days (whether or not
consecutive).
(d) Default by Mortgagor or foreclosure is instituted against
Mortgagor under any agreement or obligation of Mortgagor
affecting any portion of the Mortgaged Property, or any other
documents or instruments securing any other indebtedness of
Mortgagor to Mortgagee, if such default is not cured within
any grace period permitted therein and if such default permits
the holder to cause such obligation to become due prior to its
stated maturity. Mortgagor shall notify Mortgagee in writing
of the occurrence of such default, specifying the nature of
such default.
(e) Material breach of any warranty or material untruth of any
representation of Mortgagor contained herein or in the Note.
2.02 Acceleration of Maturity. If an Event of Default shall have occurred,
Mortgagee may declare the Indebtedness to be due and payable
immediately, and upon such declaration the Indebtedness shall
immediately become due and payable without demand or notice.
2.03 Mortgagee's Power of Enforcement. If an Event of Default shall have
occurred, Mortgagee may, either with or without entry or taking
possession as hereinabove provided or other wise, proceed by suit or
suits at law or in equity or by any other
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appropriate proceeding or remedy: (a) to enforce payment of the Note
or the performance of any term hereof or any other right; (b) to
foreclose this Mortgage and to sell, as an entirety or in separate
lots or parcels, the Mortgaged Property, under the judgment or decree
of a court or courts of competent jurisdiction; and (c) to pursue any
other remedy available to it. Mortgagee shall take action either by
such proceedings or by the exercise of its powers with respect to
entry or taking possession or both, as the Mortgagee may determine.
2.04 Mortgagee's Right to Enter and Take Possession, Operate and Apply
Income.
(a) If an Event of Default shall have occurred, Mortgagor, upon
demand of Mortgagee, shall forthwith surrender to Mortgagee
the actual possession, and if and to the extent permitted by
law, Mortgagee itself, or by such officers or agents as it may
appoint, may enter and take possession of all the Mortgaged
Property, and may exclude Mortgagor and its agents and
employees wholly therefrom, and may have joint access with
Mortgagor to the books, papers, and accounts of Mortgagor.
(b) If Mortgagor shall for any reason fail to surrender or deliver
the Mortgaged Property or any part thereof after Mortgagee's
demand, Mortgagee may obtain a judgment or decree conferring
on Mortgagee the right to immediate possession or requiring
Mortgagor to deliver immediate possession of all or part of
the Mortgaged Property to Mortgagee along with all books,
papers, and accounts of Mortgagor, to entry of which judgment
or decree Mortgagor hereby specifically consents.
(c) Mortgagor shall pay to Mortgagee, upon demand, all reasonable
costs and expenses of obtaining such judgment or decree and
reasonable compensation to Mortgagee, its attorneys and
agents, and all such costs, expenses, and compensation shall,
until paid, be secured by the lien of this Mortgage.
(d) Upon every such entering upon or taking of possession,
Mortgagee may hold, store, use, operate, manage, and control
the Mortgaged Property and conduct the business thereof, and,
from time to time:
(i) make all necessary and proper maintenance, repair,
renewals, replacements, additions, betterments, and
improvements, thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and
other property;
(ii) insure or keep the Mortgaged Property insured;
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(iii) manage and operate the Mortgaged Property and
exercise all the rights and powers of Mortgagor in
its name or otherwise, with respect to the same;
(iv) enter into agreements with others to exercise the
powers herein granted Mortgagee;
all as Mortgagee in its reasonable judgment from time to time may
determine; and Mortgagee may collect and receive all the income,
revenues, rents, issues, and profits of the same including those past
due as well as those accruing thereafter; and shall apply the monies
so received by Mortgagee in such priority as Mortgagee may determine
to (1) the reasonable compensation, expenses and disbursement of the
agents and attorneys; (2) the cost of insurance, taxes, assessments
and other proper charges upon the Mortgaged Property or any part
thereof; (3) the deposits for taxes and assessments and insurance
premiums due; and (4) the payment of the Indebtedness.
Mortgagee shall surrender possession of the Mortgaged Property to
Mortgagor only when all that is due upon such interest, tax and
insurance deposits and principal installments, and under any of the
terms of this Mortgage, shall have been paid and all defaults made
good. The same right to taking possession, how ever, shall exist if
any subsequent Event of Default shall occur and be continuing.
2.05 Leases. Mortgagee, at its option, is authorized to foreclose this
Mortgage taking into consideration the rights of any tenants of the
Mortgaged Property, and the failure to make any such tenants parties
default to any such foreclosure proceedings and to foreclose their
rights will not be, nor be asserted by Mortgagor to be, a defense to
any proceedings instituted by Mortgagee to collect the sums secured
hereby or to collect any deficiency remaining unpaid after the
foreclosure sale of the Mortgaged Property.
2.06 Purchase by Mortgagee. Upon any such foreclosure sale, Mortgagee may
bid for and purchase the Mortgaged Property and, upon compliance with
the terms of sale, may hold, retain and possess and dispose of such
property in its own absolute right without further accountability.
2.07 Application of Indebtedness Toward Purchase Price. Upon any such
foreclosure sale, Mortgagee may, if permitted by law, after allowing
for the proportion of the total purchase price required to be paid in
cash and for the costs and expenses of the sale, compensation and
other charges, in paying the purchase price apply any portion of or
all sums due to Mortgagee under the Loan Documents in lieu of cash, to
the amount which shall, upon distribution of the net proceeds of such
sale, be payable thereon.
2.08 Receiver. If an Event of Default shall have occurred, Mortgagee shall
be entitled as a matter of right if it so elects to the appointment of
a receiver to enter upon and take
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possession of the Mortgaged Property and to collect all rents,
revenues, issues, income, products and profits thereof and apply the
same as the court may direct. The receiver shall have all rights and
powers permitted under the laws of the State of South Carolina and
such other powers as the court making such appointment shall confer.
The expenses, including receiver's fees, attorney's fees, costs and
agents compensation, incurred pursuant to the powers herein contained
shall be secured by this Mortgage. The right to enter and take
possession of and to manage and operate the Mortgaged Property, and to
collect the rents, issues and profits thereof, whether by a receiver
or otherwise, shall be cumulative to any other right or remedy
hereunder or afforded by law, and may be exercised concurrently
therewith or independently thereof. Mortgagee shall be liable to
account only for such rents, issues and profits actually received by
Mortgagee. Notwithstanding the appointment of any receiver or other
custodian, Mortgagee shall be entitled as secured party hereunder to
the possession and control of any cash, deposits, or instruments at
the time held by, or payable or deliverable under the terms of this
Mortgage to, Mortgagee.
2.09 Suits to Protect the Mortgaged Property. Mortgagee shall have the
power and authority to institute and maintain any suits and
proceedings as Mortgagee may deem advisable (a) to prevent any
impairment of the Mortgaged Property by any acts which may be unlawful
or any violation of this Mortgage, (b) to preserve or protect its
interest in the Mortgaged Property, and (c) to restrain the
enforcement of or compliance with any legislation or other
governmental enactment, rule or order that may be unconstitutional or
otherwise invalid, if the enforcement of or compliance with such
enactment, rule or order might impair the security hereunder or be
prejudicial to Mortgagee's interest.
2.10 Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings affecting Mortgagor, any person,
partnership or corporation guaranteeing or endorsing any of
Mortgagor's obligations, its creditors or its property, Mortgagee, to
the extent permitted by law, shall be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to
have its claims allowed in such proceedings for the entire amount due
and payable by Mortgagor under the Loan Documents or this Mortgage and
any other instrument securing the Note, at the date of the institution
of such proceedings, and for any additional amounts which may become
due and payable by Mortgagor after such date.
2.11 Mortgagor to Pay All Sums Due Under the Note on Any Default in
Payment: Application of Monies by Mortgagee.
(a) If default shall be made in the payment of any amount due
under the Note, then, upon Mortgagee's demand, Mortgagor will
pay to Mortgagee the whole amount
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due and payable thereunder and all other sums secured hereby;
and if Mortgagor shall fail to pay the same forthwith upon
such demand, Mortgagee shall be entitled to xxx for and
recover judgment for the whole amount so due and unpaid
together with costs and expenses, including the reasonable
compensation, expenses and disbursements of Mortgagee's agents
and attorneys incurred in connection with such suit and any
appeal in connection therewith, Mortgagee shall be entitled
to xxx and recover judgment as aforesaid either before, after
or during the pendency of any proceedings for the enforcement
of this Mortgage; and the right of Mortgagee to recover such
judgment shall not be affected by any taking, possession or
foreclosure sale hereunder, or by the exercise of any other
right, power or remedy for the enforcement of the terms of
this Mortgage, or the foreclosure of the lien hereof.
(b) In case of a foreclosure sale of all or any part of the
Mortgaged Property and of the application of the proceeds of
sale to the payment of the sums secured hereby, Mortgagee
shall be entitled to enforce payment of and to receive all
amounts then remaining due and unpaid and to recover judgment
for any portion thereof remaining unpaid, with interest.
(c) Mortgagor hereby agrees, to the extent permitted by law, that
no recovery of any such judgment by Mortgagee and no
attachment or levy of any execution upon any of the Mortgaged
Property or any other property shall in any way affect the
lien of this Mortgage upon the Mortgaged Property or any part
thereof or any lien, rights, powers or remedies of Mortgagee
hereunder, but such lien, rights, powers and remedies shall
continue unimpaired as before.
(d) Any monies collected or received by Mortgagee under this
Paragraph 2.11 shall be applied as follows:
(i) First, to the payment of all reasonable compensation,
expenses and disbursements of the agents and
attorneys; and
(ii) Second, to payment of amounts due and unpaid under
the Note; and
(iii) Third, as otherwise may be provided by law.
2.12 Delay or Omission No Waiver. No delay or omission of Mortgagee or of
any holder of the Note to exercise any right, power or remedy accruing
upon any Event of Default shall exhaust or impair any such right,
power or remedy or shall be construed to waive any such Event of
Default or to constitute acquiescence therein. Every right, power and
remedy given to Mortgagee may be exercised from time to time as often
as may be deemed expedient by Mortgagee.
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2.13 No Waiver of One Default to Affect Another. No waiver of any Event of
Default hereunder shall extend to or affect any subsequent or any
other Event of Default then existing, or impair any rights, powers or
remedies consequent thereon. If Mortgagee (a) grants forbearance or
an extension of time for the payment of any sums secured hereby; (b)
takes other or additional security for the payment thereof; (c) waives
or does not exercise any right granted in the Loan Documents or this
Mortgage; (d) releases any part of the instrument securing the Note;
(e) consents to the filing of any map, plat or replat of the Land; (f)
consents to the granting of any easement on the Land; or (g) makes or
consents to any agreement changing the terms of this Mortgage or
subordinating the lien or any change hereof, no such act or omission
shall release, discharge, modify, change or affect the original
Mortgagor, or any subsequent purchaser of the Mortgaged Property or
any part thereof or any maker, co-signer, endorser, surety or
guarantor. No such act or omission shall preclude Mortgagee from
exercising any right, power or privilege herein granted or intended to
be granted in case of any Event of Default then existing or of any
subsequent Event of Default nor, except as otherwise expressly
provided in an instrument or instruments executed by Mortgagee, shall
the lien of this Mortgage be altered thereby. In the event of the
sale or transfer by operation of law or otherwise of all or any part
of the Mortgaged Property, Mortgagee, without notice to any person,
firm or corporation, is hereby authorized and empowered to deal with
any such vendee or transferee with reference to the Mortgaged Property
or the indebtedness secured hereby, or with reference to any of the
terms or conditions hereof, as fully and to the same extent as it
might deal with the original parties hereto and without in any way
releasing or discharging any of the liabilities or under takings
hereunder.
2.14 Discontinuance of Proceedings: Position of Parties Restored. If
Mortgagee shall have proceeded to enforce any right or remedy under
this Mortgage by foreclosure, entry or otherwise, any such proceedings
shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to Mortgagee, then and in every such
case Mortgagor and Mortgagee shall be restored to their former
positions and rights hereunder, and all rights, powers and remedies of
Mortgagee shall continue as if no such proceeding had occurred or had
been taken.
2.15 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Mortgagee by the Loan Documents or this Mortgage are
exclusive of any other right, power or remedy, but each and every such
right, power and remedy shall be cumulative and concurrent and shall
be in addition to any other right, power and remedy given hereunder or
under the Loan Documents, or now or hereafter existing at law, in
equity or by statute.
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ARTICLE THREE
MISCELLANEOUS PROVISIONS
3.01 Heirs, Successors and Assigns Included in Parties. Whenever one of
the Parties hereto is named or referred to herein, the heirs,
successors and assigns, of such party shall be included and all
covenants and agreements contained in this Mortgage, by or on behalf
of Mortgagor or Mortgagee, shall bind and inure to the benefit of
their respective heirs, successors and assigns, whether so expressed
or not.
3.02 Addresses for Notices, Etc. Any notice, report, demand or other
instrument authorized or required to be given or furnished under this
Mortgage to Mortgagor or Mortgagee shall be deposited in the U.S.
Mail, registered or certified, postage prepaid, or hand delivered, or
forwarded by overnight delivery service to the addressee as follows:
If to Mortgagor: Safety Disposal System of South Carolina, Inc.
0000 X.X. 000xx Xxxxxx
Xxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, President
with a copy to: Wallace, Bauman, Fodiman & Xxxxxxx, P.A.
0000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esquire
If to Mortgagee: USA Waste Services, Inc.
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 3080
Attention: Xxxx Xxxxxxxx
with a copy to: Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx
Fifth Avenue Place, Suite 2700
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Notices shall be deemed effective when delivered or forty-eight (48)
hours following mailing, whichever is earlier.
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3.03 Headings. The headings of the articles, sections paragraphs and
subdivisions of this Mortgage are for convenience of reference only,
are not to be considered a part hereof, and shall not limit or expand
or otherwise affect any of the terms hereof.
3.04 Invalid Provisions to Affect No Others. In the event that any of the
covenants, agreements, terms or provisions contained in the Loan
Documents or this Mortgage shall be invalid, illegal or unenforceable
in any respect, the validity of the remaining covenants, agreements,
terms or provisions contained herein and in the Loan Documents shall
be in no way affected, prejudiced or disturbed thereby.
3.05 Changes, etc. Neither this Mortgage nor any term hereof may be
changed, waived, discharged or terminated orally, or by any action or
inaction, but only by an instrument in writing signed by the Party
against which enforcement of the change, waiver, discharge or
termination is sought. Any agreement hereafter made by Mortgagor and
Mortgagee relating to this Mortgage shall be superior to the rights of
the holder of any intervening lien or encumbrance.
3.06 Governing Law. This Mortgage is made by Mortgagor and accepted by
Mortgagee in the State of South Carolina, with reference to the laws
of such State, and shall be construed, interpreted, enforced and
governed by and in accordance with such laws.
3.07 Default Rate. The Default Rate shall be, as the rate announced by
Citibank, N.A. as its prime lending rate as published in the Wall
Street Journal plus 2%.
3.08 Time of the Essence. Time shall be of the essence with respect to the
performance of the obligations of Mortgagor hereunder.
ARTICLE FOUR
SECURITY AGREEMENT
4.01 Grant of Security Interest. With respect to the fixtures and personal
property hereinabove described, this Mortgage shall constitute a
security agreement between Mortgagor, as debtor, and Mortgagee, as
secured party, and, cumulative of all other rights of Mortgagee
hereunder, Mortgagee shall have all of the rights conferred upon
secured parties by the South Carolina Uniform Commercial Code.
Further, Mortgagor and Mortgagee agree that this Mortgage, when
recorded, shall be effective as a financing statement perfecting
Mortgagee's security interest in the fixtures described in this
Mortgage. The address of Mortgagor set forth above in Paragraph 3.02
is the mailing address for Mortgagor, as debtor, for purposes of the
South Carolina Uniform Commercial Code, and the address of Mortgagee
set forth above in Paragraph 3.02 is the address of Mortgagee, as
secured party, from which information concerning
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Mortgagee's security interest granted herein can be obtained, as
required under the South Carolina Uniform Commercial Code. Mortgagor
agrees to pay Mortgagee's charge to the maximum amount permitted by
law, for any statement by Mortgagee regarding the obligations secured
by this Mortgage requested by Mortgagor or on behalf of Mortgagor. On
demand, Mortgagor will promptly pay all costs and expenses of filing
statements, continuation statements, partial releases, and termination
statements deemed necessary or appropriate by Mortgagee to establish
and maintain the validity and priority of the security interest of
Mortgagee, or any modification thereof, and all costs and expenses of
any searches reasonably required by Mortgagee. Mortgagee may exercise
any or all of the remedies of a secured party available to it under
the South Carolina Uniform Commercial Code with respect to such
property, and it is expressly agreed in accordance with the provisions
of the South Carolina Uniform Commercial Code, five (5) days notice by
Mortgagee to Mortgagor shall be deemed to be reasonable notice under
any provision of the South Carolina Uniform Commercial Code requiring
such notice; provided, however, that Mortgagee may at its option
dispose of the collateral in accordance with the Mortgagee's rights
and remedies in respect to the real property pursuant to the
provisions of this Mortgage, in lieu of proceeding under the South
Carolina Uniform Commercial Code.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
day and year first above written.
WITNESSES: Safety Disposal System of South Carolina,
a South Carolina Corporation Inc.
/s/ X.X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- --------------------------------------
Xxxxxx X. Xxxxxxx , President
---------------------------
/s/ Xxxxx X. M?
--------------------------------- --------------------------------------
, Secretary
---------------------------
[SEAL]
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STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF ______________ )
I,_______________________, a Notary Public for ________________, do hereby
certify that _____________________________ personally appeared before me this
day and acknowledged the due execution of the foregoing instrument.
Witness my hand and (where an official seal is required by law) official seal
this ____ day of ____________, 19__.
[SEAL]
---------------------------------
Signature of Notary Public
My commission expires: __________
***************************************************************
STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF Hampton )
I, X.X. Xxxxxxxx, a notary public for South Carolina, do hereby certify that
Xxxxxx X. Xxxxxxx, the President of Safety Disposal System of South Carolina,
Inc., personally appeared before me this day and acknowledged the due execution
of the foregoing instrument.
Witness my hand and (where an official seal is required by law) official seal
this 18 day of October, 1996.
/s/ X. X. Xxxxxxxx [SEAL]
---------------------------------
Signature of Notary Public
My commission expires: May 15, 2005
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STATE OF SOUTH CAROLINA
COUNTY OF ________________
I, __________________________, a notary public for _____________________, do
hereby certify that ________________________, the _________________ of
________________, the general partner of ______________ Limited Partnership,
personally appeared before me this day and acknowledged the due execution of
the foregoing instrument.
Witness my hand and (where an official seal is required by law) official seal
this ____ day of ____________________, 19__.
[SEAL]
---------------------------------
Signature of Notary Public
My commission expires:_________
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EXHIBIT A
Description of the Land
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EXHIBIT B
Permitted Title Exceptions
None.
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EXHIBIT "A"
LAND DESCRIPTION
GENERAL:
The following is a description of Tracts 1, 2, 3, 5, & 6, as depicted
on that certain plat entitled "ALTA/ACSM Land Title Survey", "Plat of Survey
Prepared for Xxxxxxxx Development Company, Inc."; having a drawing number of
49-D2. The survey and plat was prepared by Xxxxxxx Surveying (Xxxx X. Xxxxxxx
- PLS No. 4786), 0000-X Xx. Xxxxxxx Xx., Xxxx, X.X. 00000, Phone No. (803)
000-0000; and dated December 17, 1992. Refer to this plat for a more complete
description.
GENERAL:
All that certain piece, parcel or tract of land, situate, lying and
being located in the Northern section of the Town of Hampton, Hampton County,
South Carolina:
Tract #1: To find the point of beginning (P.O.B.), commence at the
railroad spike set in the centerline (C/L) of pavement intersection of U.S.
Hwy. No. 601 and Mill St. (Secondary Road No. S-25-246); thence in a southeast
direction along the Mill St. C/L, a distance of 1188' (feet) to a point; thence
southwesterly a distance of 33' to the 3" square Concrete Monument Found (CMF)
on the southwest right-of-way (R/W) of said Mill St. Said CMF is the P.O.B.
Thence S 37 deg. 52 min. 13 sec. E along said R/W, a distance of
124.96' to a 3" sq. CMF; thence N 52 deg. 07 min. 47 sec. E along said R/W for
8.00' to an Iron Pin Set with plastic cap (IPS); thence S 37 deg. 56 min. 09
sec. E along said R/W for 385.95' to a 3" sq. CMF; thence S 37 deg. 47 min. 04
sec. E along said R/W for 49.56' to a 3" sq. CMF at the intersection of the
northwest R/W of Xxxxx Ave. (S-25-247); thence S 41 deg. 52 min. 26 sec. W
along the Xxxxx Ave. R/W for 215.81' to an IPS at the intersection of the
southwest R/W of Xxx St. (S-25-296); thence S 37 deg. 34 min. 19 sec. E along
the Xxx St. R/W for 25.42' to a railroad spike found in the asphalt entrance
driveway; thence S 87 deg. 38 min. 25 sec. W along Tract 2 of the lands, now or
formerly, of Xxxxxxxx Medical Technologies of South Carolina, Inc. (hereafter
abbreviated as C.M.T.) for 315.45' to the chain-link fence corner post; thence
N 51 deg. 01 min. 21 sec. W along the land, now or formerly, of Westinghouse
Electric Corp. for 139.91' to an Iron Pin Found (IPF); thence N 20 deg. 23 min.
09 sec. E along the same land, now or formerly, of Westinghouse Electric Corp.
for 579.42' to the 3" sq. CMF at the P.O.B. Tract No. 1 contains 4.491 acres.
Tract #2: The P.O.B. is the railroad spike found in the asphalt
entrance driveway referenced previously in Tract #1 description. From the
P.O.B. thence S 81 deg. 49 min. 13 sec. W along the land, now or formerly, of
Georgia-Pacific, Inc. and the ingress/egress easement
27
recorded in Deed Book D-88/p. 7-10, for 177.16' to a 1/4" hole set in concrete;
thence N 85 deg. 00 min. 22 sec. W along the same lands for 140.36' to the
chain-link fence corner post; thence N 87 deg. 38 min. 25 sec. E along Tract #1
of C.M.T. for 315.45' to the railroad spike found at the P.O.B. Tract #2
contains 0.065 acres. Tract # 1 and Tract #2 are now combined to make one
tract.
Also conveyed unto Grantee, its successor and assigns, all right,
title and interest of Grantor in and to that certain Right-of-Way Easement for
the purpose of ingress and egress fifty feet in width lying South of Tract 2
as shown on the plat of Xxxx X. Xxxxxxx dated December 17, 1992.
Tract #3: To find the P.O.B.; commence at the railroad spike found in
the asphalt entrance driveway aforementioned in the descriptions of Tract #1
and Tract #2; thence S 37 deg. 34 min. 07 sec. E along the southwest R/W of Xxx
St. for 61.26' to a 3" sq. CMF; thence diagonally across Xxx St. S 75 deg. 15
min. 58 sec. E for 70.39' to the 3" sq. CMF at the southern corner of subject
Tract #3, being the P.O.B.; thence N 37 deg. 50 min. 14 sec. W along the
northeast R/W of Xxx St. for 100.15' to a 3" sq. CMF at the intersection of the
southeast R/W of Xxxxx Ave., thence N 41 deg. 38 min. 13 sec. E along the R/W
of Xxxxx Ave. for 184.41' to a 3" sq. CMF (and witnessed by a 3" X 5" CMF, and
two IPF's) at the southwest edge of an unnamed dirt road; thence S 38 deg. 08
min. 14 sec. E along the edge of the dirt road for 100.33' to a 3" sq. CMF (and
witnessed by a 2 1/2" IPF) at the eastern corner of subject Tract #3; thence S
41 deg. 43 min. 20 sec. W along the land, now or formerly, of Xxxxxxx (combined
lots 13 & 14) for 184.89' to the 3" sq. CMF at the X.X.X. Xxxxx #0 contains
0.418 acres.
Tract #5: To find the P.O.B.; commence at the IPF on the northeast R/W
of Mill St., IPF being the westernmost corner of subject Tract #4, said IPF is
the P.O.B. for Tract #5; thence N 38 deg. 01 min. 22 sec. W along said R/W of
Mill St. for 194.81' to a 3" sq. CMF at the point of intersection of Mill St.
R/W with the southeast R/W of Xxxxxxx St.; thence N 34 deg. 18 min. 10 sec. E
along said Xxxxxxx St. R/W for 150.18' to a 3" sq. CMF (said monument is
witnessed by a 3" X 5" CMF); thence S 37 deg. 58 min. 53 sec. E along the land,
now or formerly, of Xxxxx X. Xxxxxxx for 230.22' to a 3" X 5" CMF; thence S 47
deg. 53 min. 57 sec. W along Tract #4 of the lands of C.M.T. for 143.29' to the
IPF at the P.O.B. Tract #5 contains 0.698 acres.
Tract #6: To find the P.O.B.; commence at the CMF at the R/W
intersection of Mill St. and Xxxxxxx St., being the westernmost corner of
subject Tract #5; thence N 38 deg. 00 min. 55 sec. W across Xxxxxxx St. for
31.43' to a 3" sq. CMF at the point of intersection of the northeast R/W of
Mill St. with the northwest R/W of Xxxxxxx St., this CMF being the P.O.B.;
thence N 38 deg. 01 min. 27 sec. W along said R/W of Mill St. for 178.11' to a
P.K. Nail set in an asphalt driveway apron; thence N 52 deg. 07 min. 47 sec. E
along said R/W for 8.00' to an "X" scribed in a concrete driveway; thence N 38
deg. 01 min. 22 sec. W along said R/W for 64.44' to an IPS on the south bank of
a canal; thence S 83 deg. 12 min. 37 sec. E near the canal bank, along the
land, now or formerly, of E. T. Xxxxxxx, X.X. Xxxxxxx, Xx. and C. N. Xxxxxxx
for 60.07' to a 3" sq. CMF on the south canal bank; thence N 80 deg. 11 min. 40
sec. E along the same land, now or formerly, of Xxxxxxx,
28
near the south canal bank for 244.26' to an IPS in the canal, on the northwest
R/W of Xxxxxxx St.; thence S 34 deg. 18 min. 16 sec. W along said R/W for
279.01' to the 3 sq. CMF at the X.X.X. Xxxxx #0 contains 0.695 acres.
XXXXX #0 XXXXX XX THE PLAT OF XXXX X. XXXXXXX DATED DECEMBER 17, 1992
IS NOT A PART OF THIS CONVEYANCE.
DERIVATION: This being a portion of the property conveyed to XXXXXXXX MEDICAL
TECHNOLOGIES OF SOUTH CAROLINA, INC. by deed dated May 15, 1992 recorded in the
office of the Clerk of Court for Hampton County in Deed Book 149 at page 20.
ALSO, all that certain piece, parcel or tract of land, situate, lying
and being located in the Northern section of Hampton, Hampton County, South
Carolina, containing 2.909 acres, more or less, as shown on a plat made by C.
Xxxxxx Xxxxx, R.L.S., #8370, dated December 9, 1991, recorded in the office of
the Clerk of Court for Hampton County in Plat Book 19, Page 767, and according
to said plat the property is bounded as follows: On the NORTHEAST for a
distance of 368.21 feet by a canal separating this property from property now
or formerly owned by Xxxxxxxx Xxxx, on the SOUTHEAST for a distance of 401.58
feet by property owned, now or formerly, by Xxxxxxxx Development Co., Inc., and
a canal; on the SOUTHWEST for a distance of 230.39 feet by property owned, now
or formerly, by Xxxxxxxx Development Co., Inc.; and, on the NORTHWEST for a
distance of 515.38 feet by Xxxxxxx Street.
DERIVATION: This being the identical property conveyed to XXXXXXXX MEDICAL
TECHNOLOGIES OF SOUTH CAROLINA, INC. by deed dated May 4, 1994 recorded in the
office of the Clerk of Court for Hampton County in Deed Book 173 at page 296.
