MORTGAGE
THIS IS A FUTURE ADVANCE MORTGAGE
THIS MORTGAGE is made on February 19, 1997, between Interface Systems, Inc.,
a Delaware Corporation, whose address is 5855 Interface Dr., Ann Arbor, MI
48103, the "Mortgagor"), and NBD Bank, whose address is 611 Woodward Avenue,
Detroit, Michigan 48226-3947 (the "Mortgagee").
The Mortgagor MORTGAGES AND WARRANTS to the Mortgagee real property and all
the buildings, structures and improvements on it described as:
Land located in the Township of Scio, County of Washtenaw, State of
Michigan:
Lots 18 and 19, Jackson Road Commercial-Industrial Subdivision, Township
of Scio, Washtenaw County, Michigan, according to the plat thereof as
recorded in Liber 16 of plats on page 37 and 38, Washtenaw County Records.
(the "Premises")
Commonly known as: 7232 Jackson Road, Ann Arbor, MI
Tax Parcel Identification No. 81-08-20-215-009 and 81-08-20-215-010
The Premises shall also include all of the Mortgagor's right, title and
interest in and to the following:
(1) All easements, rights-of-way, licenses, privileges and hereditaments.
(2) Land lying in the bed of any road, or the like, opened, proposed or
vacated, or any strip or gore, adjoining the Premises.
(3) All machinery, apparatus, equipment, fittings, fixtures, and articles
of personal property of every kind and nature whatsoever located now or in
the future in or upon the Premises and used or useable in connection with
any present or future operation of the Premises (all of which is called
"Equipment"). It is agreed that all Equipment is part of the Premises and
appropriated to the use of the real estate and, whether affixed or annexed
or not, shall for the purposes of this Mortgage unless the Mortgagee shall
otherwise elect, be deemed conclusively to be real estate and mortgaged and
warranted to the Mortgagee.
(4) All mineral, oil, gas and water rights, royalties, water and water
stock, if any.
(5) All awards or payments including interest made as a result of: the
exercise of the right of eminent domain, the alteration of the grade of any
street, any loss of or damage to any building or other improvement on the
Premises, any other injury to or decrease in the value of the Premises, any
refund due on account of the payment of real estate taxes, assessments or
other charges levied against or imposed upon the Premises, and the
reasonable attorney fees, costs and disbursements incurred by the Mortgagee
in connection with the collection of any such award or payment.
(6) All of the rents, issues, income and profits of the Premises under
present or future leases, or otherwise, including but not limited to all
rights conferred by Act No. 210 of Michigan Public Acts of 1953, as amended.
(MCL 554.231 et seq.)
The Premises are unencumbered except as follows: None.
("Permitted Encumbrances"). If the Premises are encumbered by Permitted
Encumbrances, the Mortgagor shall perform all obligations and make all
payments as required by the Permitted Encumbrances. The Mortgagor shall
provide copies of all writings pertaining to Permitted Encumbrances, and the
Mortgagee is authorized to request and receive that information from any
other person without the consent or knowledge of the Mortgagor.
THE DEBT. This Mortgage secures the following (the "Debt"):
(i) The note(s) dated February 19, 1997 n the principal amount(s) of
$3,500,000 and $250,000, maturing on August 31, 1997 and February 28, 2002
respectively executed and delivered by Mortgagor to the Mortgagee, together
with all extensions, renewals, modifications, and replacements; and
(ii) the guaranty of the debt of I.G.K. Industries, Inc. and Interface
Systems, International, Ltd. dated February 19, 1997 executed and delivered
by Mortgagor to the Mortgagee, together with all amendments and
replacements; and
(iii) ------------------------------------------------------ together with
all extensions, renewals, modifications and replacements; and
(iv) Future Advances and Cross-Lien: All other present and future, direct
and indirect obligations and liabilities of the Mortgagor, or any one or
more of them, with or without others, however evidenced, to the Mortgagee,
and all future advances, whether obligatory or optional, from the Mortgagee
to the Mortgagor, or any one or more of them, with or without others. (This
shall not apply to any obligation or debt incurred for personal, family or
household purposes unless the note or guaranty expressly states that it is
secured by this Mortgage.) Notwithstanding the foregoing, if this Mortgage
is a residential future advance mortgage, as defined in MCL 565.901, the
maximum principal amount secured by this Mortgage is $----------, excluding
protective advances as defined in MCL 565.901.
This Mortgage shall also secure the performance of the promises and
agreements contained in this Mortgage.
The Mortgagor promises and agrees as follows:
1. PAYMENT OF DEBT; PERFORMANCE OF OBLIGATIONS. The Mortgagor shall
promptly pay when due, whether by acceleration or otherwise, the Debt for
which the Mortgagor is liable, and shall promptly perform all obligations to
which the Mortgagor has agreed under the terms of this Mortgage and any loan
documents evidencing the Debt.
2. TAXES. The Mortgagor shall pay, when due, and before any
interest, collection fees or penalties shall accrue, all taxes, assessments,
fines, impositions, and other charges which may become a lien prior to this
Mortgage. Should the Mortgagor fail to make such payments, the Mortgagee
may, at its option and at the expense of the Mortgagor, pay the amounts due
for the account of the Mortgagor. Upon the request of the Mortgagee, the
Mortgagor shall immediately furnish to the Mortgagee all notices of amounts
due and receipts evidencing payment. The Mortgagor shall promptly notify
the Mortgagee of any lien on all or any part of the Premises and shall
promptly discharge any unpermitted lien or encumbrance.
3. CHANGE IN TAXES. In the event of the passage of any law or
regulation, state, federal or municipal, subsequent to the date of this
Mortgage in any manner changing or modifying the laws now in force governing
the taxation of mortgages or debts secured by mortgages, or the manner of
collecting such taxes, the Debt shall become due and payable immediately at
the option of the Mortgagee.
4. INSURANCE. Until the debt is fully paid the Mortgagor shall keep
the Premises and the present and future buildings and other improvements on
the Premises, constantly insured for the benefit of the Mortgagee, without
any reduction in coverage based on the Mortgagor's acts, against fire and
such other hazards and risks customarily covered by the standard form of
extended coverage endorsement available in the State of Michigan, including
risks of vandalism and malicious mischief, and shall further provide flood
insurance if the Premises are situated in an area designated as a flood risk
area by the Director of the Federal Emergency Management Agency or as
otherwise required by the Flood Disaster Protection Act of 1973 and
regulations issued under it), and such other appropriate insurance as the
Mortgagee may require from time to time. All insurance policies and
renewals must be acceptable to Mortgagee, must provide for payment to the
Mortgagee in the event of loss, must require thirty (30) days notice to the
Mortgagee in the event of nonrenewal or cancellation, and must be delivered
to the Mortgagee. Should the Mortgagor fail to insure or fail to pay the
premiums on any insurance or fail to deliver the policies or certificates or
renewals to the Mortgagee then the Mortgagee at its option may have the
insurance written or renewed and pay the premiums for the account of the
Mortgagor. In the event of loss or damage, the proceeds of the insurance
shall be paid to the Mortgagee alone. No loss or damage shall itself reduce
the Debt. The Mortgagee is authorized to adjust and compromise a loss
without the consent of the Mortgagor, to collect, receive and receipt for
any proceeds in the name of the Mortgagee and the Mortgagor and to endorse
the Mortgagor's name upon any check in payment of proceeds. The proceeds
shall be applied first toward reimbursement of all costs and expenses of the
Mortgagee in collecting the proceeds and then toward payment of the Debt or
any portion of it, whether or not then due or payable, or the Mortgagee at
its option may apply the proceeds, or any part to the repair or rebuilding
of the Premises provided that Mortgagor is not then or at any time during
the course of restoration of the Premises in default under this Mortgage and
has complied with all requirements for application of the proceeds to
restoration of the Premises as Mortgagee, in its sole discretion may
establish.
5. RESERVES FOR TAXES AND INSURANCE. The Mortgagor shall, if
requested by the Mortgagee, pay to the Mortgagee, at the time of and in
addition to the scheduled installments of principal or interest due under
the Debt, a sum equal to (a) the amount estimated by the Mortgagee to be
sufficient to enable it to pay, at least thirty (30) days before they become
due and payable, all taxes, assessments and other similar charges levied
against the Premises, plus (b) the amount of the annual premiums on any
policies of insurance required to be carried by the Mortgagor divided by (c)
the number of installments due each year. These sums may be commingled with
the general funds of the Mortgagee, and no interest shall be payable on them
nor shall these sums be deemed to be held in trust for the benefit of the
Mortgagor. Upon notice at any time, the Mortgagor will, within ten (10)
days, deposit such additional sum as may be required for the payment of
increased taxes, assessments, charges or premiums.
Notwithstanding payment of any sums by the Mortgagor to the Mortgagee
under the terms of this paragraph, the Mortgagee shall have no obligation to
pay any taxes, assessments, premiums, or other similar charges relating to
or levied against the Premises. The obligation of the Mortgagor to pay
taxes, assessments, charges, and insurance premiums is not affected or
modified by the arrangements set out in this paragraph. Payment by the
Mortgagee on any one or more occasions of all or any portion of the taxes,
assessments, premiums, or other similar charges relating to or levied
against the Premises shall not be construed as obligating the Mortgagee to
pay any taxes, assessments, premiums, or other similar charges on any other
occasion. If the Mortgagee elects to pay any taxes, assessments, or other
similar charges, it shall not be required to do so at any time prior to the
date on which penalties, interest, and/or collection fees begin to accrue.
If the Mortgagee elects to pay any premium on any policy of insurance
required to be carried by the Mortgagor, it may do so at any time prior to
cancellation of the policy.
In the event of foreclosure of this Mortgage, any of the moneys then
remaining on deposit with the Mortgagee or its agent shall be applied
against the Debt prior to the commencement of foreclosure proceedings. The
obligation of the Mortgagor to pay taxes, assessments, charges or insurance
premiums is not affected or modified by the arrangements set out in this
section. Any default by the Mortgagor in the performance of the provisions
of this section shall constitute a default under this Mortgage. The
Mortgagee shall not request the reserves provided for in this section as
long as there is no default by the Mortgagor under this Mortgage and the
Mortgagor retains title to the Premises.
6. WASTE. The Mortgagor shall keep the Premises in good repair,
shall not commit or permit waste on the Premises nor do any other act
causing the Premises to become less valuable. Non-payment of taxes and
cancellation of insurance shall each constitute waste as provided by MCL
600.2927. The Mortgagor consents to the appointment of a receiver under
this statute should the Mortgagee elect to seek such relief. Should the
Mortgagor fail to effect any necessary repairs, the Mortgagee may at its
option and at the expense of the Mortgagor make the repairs for the account
of the Mortgagor. The Mortgagor shall use and maintain the Premises in
conformance with all applicable laws, ordinances and regulations. The
Mortgagee or its authorized agent shall have the right to enter upon and
inspect the Premises at all reasonable times.
7. ALTERATIONS, REMOVAL. No building, structure, improvement,
fixture or personal property constituting any part of the Premises shall be
removed, demolished or substantially altered without the prior written
consent of the Mortgagee.
8. PAYMENT OF OTHER OBLIGATIONS. The Mortgagor shall also pay all
other obligations which may become liens or charges against the Premises for
any present or future repairs or improvements made on the Premises, or for
any other goods, services, or utilities furnished to the Premises and shall
not permit any lien or charge of any kind securing the repayment of borrowed
funds (including the deferred purchase price for any property) to accrue and
remain outstanding against the Premises.
9. ASSIGNMENT OF LEASES AND RENTS. As additional security for the
Debt, the Mortgagor assigns to the Mortgagee all oral or written leases, and
the rents, issues, income and profits under all leases or licenses of the
Premises, present and future, including all rights conferred by MCL 554.231
et seq. and MCL 554.211 et seq. This assignment shall be operative in the
event of default and during any foreclosure or other proceeding taken to
enforce this Mortgage, and during any redemption period. The Mortgagor will
comply with all terms of all leases.
10. ASSIGNMENT OF INTEREST AS TENANT OR PURCHASER. If the
Mortgagor's interest in the Premises is that of a tenant or a purchaser, the
Mortgagor also assigns, mortgages and warrants to the Mortgagee, as
additional security for the Debt, all of the Mortgagor's right, title and
interest in and to any leases, land contracts or other agreements by which
the Mortgagor is leasing or purchasing any part or all of the Premises,
including all modifications, renewals and extensions and all of the
Mortgagor's right, title or interest in any purchase options contained in
any lease or other agreement. The Mortgagor agrees to pay each installment
of rent, principal and interest required to be paid by it under the lease,
land contract or other agreement when each installment becomes due and
payable whether by acceleration or otherwise. The Mortgagor further agrees
to pay and perform all of its other obligations under the lease, land
contract or other agreement.
If the Mortgagor defaults in the payment of any installment of rent,
principal, interest or in the payment or performance of any other obligation
under the lease, land contract or other agreement, the Mortgagee shall have
the right, but not the obligation, to pay the installment or installments
and to pay or perform the other obligations on behalf of and at the expense
of the Mortgagor. On receipt by the Mortgagee from the landlord or seller
under the lease, land contract or other agreement of any written notice of
default by the Mortgagor, the Mortgagee may rely on the notice as cause to
take any action it deems necessary or reasonable to cure a default even if
the Mortgagor questions or denies the existence or nature of the default.
11. SECURITY AGREEMENT. This Mortgage also constitutes a security
agreement within the meaning of the Michigan Uniform Commercial Code ("UCC")
and the Mortgagor grants to the Mortgagee a security interest in any
Equipment and other personal property included within the definition of
Premises. Accordingly, the Mortgagee shall have all of the rights and
remedies available to a secured party under the UCC. Upon the occurrence of
an event of default under this Mortgage, the Mortgagee shall have, in
addition to the remedies provided by this Mortgage, the right to use any
method of disposition of collateral authorized by the UCC with respect to
any portion of the Premises subject to the UCC.
12. REIMBURSEMENT OF ADVANCES. If the Mortgagor fails to perform any
of its obligations under this Mortgage, or if any action or proceeding is
commenced which materially affects Mortgagee's interest in the Premises
(including but not limited to a lien priority dispute, eminent domain, code
enforcement, insolvency, bankruptcy or probate proceedings), then the
Mortgagee at its sole option may make appearances, disburse sums and take
any action it deems necessary to protect its interest (including but not
limited to disbursement of reasonable attorney's fees and entry upon the
Premises to make repairs). Any amounts disbursed shall become additional
Debt, shall be immediately due and payable upon notice from the Mortgagee to
the Mortgagor, and shall bear interest at the highest rate permitted under
any instrument evidencing any of the Debt.
13. DUE ON TRANSFER. If all or any part of the Premises or any
interest in the Premises is transferred without the Mortgagee's prior
written consent, it may, at its sole option, declare the Debt to be
immediately due and payable.
14. NO ADDITIONAL LIEN. The Mortgagor covenants not to execute any
mortgage, security agreement, assignment of leases and rentals or other
agreement granting a lien against the interest of the Mortgagor in the
Premises, without the prior written consent of the Mortgagee, and then only
when the document granting that lien expressly provides that it shall be
subject to the lien of this Mortgage for the full amount secured by this
Mortgage, and shall also be subject and subordinate to any then existing or
future leases affecting the Premises.
15. EMINENT DOMAIN. Notwithstanding any taking under the power of
eminent domain, alteration of the grade of any road, alley, or the like, or
other injury or damage to or decrease in value of the Premises by any public
or quasi-public authority or corporation, the Mortgagor shall continue to
pay the Debt in accordance with the terms of the underlying loan documents
until any award or payment shall have been actually received by the
Mortgagee. By executing this Mortgage, the Mortgagor assigns the entire
proceeds of any award or payment and any interest to the Mortgagee. The
proceeds shall be applied first toward reimbursement of all costs and
expenses of the Mortgagee, including reasonable attorney fees of the
Mortgagee in collecting the proceeds and then toward payment of the Debt
whether or not then due or payable, or the Mortgagee at its option may apply
all or any part of the proceeds to the alteration, restoration or rebuilding
of the Premises.
16. ENVIRONMENTAL PROVISIONS. From time to time the Mortgagor or
Borrower has executed and delivered, and may in the future execute and
deliver, Environmental Certificates to the Mortgagee, which include
representations, warranties, covenants, an indemnification, and right of
entry. The most recent Environmental Certificate shall supersede all prior
Environmental Certificates that have been executed, and its provisions shall
be deemed incorporated into this Mortgage.
17. EVENTS OF DEFAULT/ACCELERATION. Upon the occurrence of any of
the following, the Mortgagee shall be entitled to exercise its remedies
under this Mortgage or as otherwise provided by law: (1) The Mortgagor or,
if other than the Mortgagor or all of the undersigned, any principal obligor
of the Debt (collectively, the "Borrower") fails to pay when due any amount
payable under the note(s), the guaranty, or any other agreement evidencing
the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any
other term of the note(s), the guaranty, or any other agreement evidencing
the Debt, or (b) makes any materially incorrect or misleading representation
in any financial statement or other information delivered to the Mortgagee;
(3) there is a default under the terms of this Mortgage, any loan agreement,
mortgage, security agreement, or other document executed as part of the Debt
transaction, or any guaranty of the Debt becomes unenforceable in whole or
in part, or any guarantor fails to promptly perform under its guaranty; (4)
the Mortgagor or Borrower fails to pay when due any amount payable under any
note or agreement evidencing debt to the Mortgagee, or defaults under the
terms of any agreement or instrument relating to or securing any debt for
borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined
in the Employee Retirement Income Security Act of 1974 as amended) occurs
that would permit the Pension Benefit Guaranty Corporation to terminate any
employee benefit plan of the Mortgagor or Borrower or any affiliate of the
Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or
unable to pay its debts as they become due; (7) the Mortgagor or Borrower
(a) makes an assignment for the benefit of Creditors, (b) consents to the
appointment of a custodian, receiver, or trustee for itself or for a
substantial part of its assets, or (c) commences any proceeding under any
bankruptcy, reorganization, liquidation, insolvency or similar laws of any
jurisdiction; (8) a custodian, receiver, or trustee is appointed for the
Mortgagor or Borrower or for a substantial part of its assets without its
consent and is not removed within 60 days after the appointment; (9)
proceedings are commenced against the Mortgagor or Borrower under any
bankruptcy, reorganization, liquidation, or similar laws of any
jurisdiction, and those proceedings remain undismissed for 60 days after
commencement; or the Mortgagor or Borrower consents to the commencement of
those proceedings; (10) any judgment is entered against the Mortgagor or
Borrower, or any attachment, levy, or garnishment is issued against any
property of the Mortgagor or Borrower; (11) any proceedings are instituted
for the foreclosure or collection of any mortgage, judgment or lien
affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates
any part of the Premises except as provided in this Mortgage without the
prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies;
(14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a)
is dissolved, (b) merges or consolidates with any third party, (c) leases,
sells or otherwise conveys a material part of its assets or business outside
the ordinary course of its business, (d) leases, purchases or otherwise
acquires a material part of the assets of any other corporation or business
entity outside the ordinary course of its business, or (e) agrees to do any
of the foregoing; or (15) there is a substantial change in the existing or
prospective financial condition of the Mortgagor or Borrower which the
Mortgagee in good faith determines to be materially adverse.
18. REMEDIES UPON DEFAULT. Upon the occurrence of any of the events
of default set forth in this Mortgage, the Mortgagee is authorized to
commence foreclosure proceedings against the Premises through judicial
proceedings or by advertisement, at the option of the Mortgagee, and to sell
the Premises at public auction pursuant to law, and out of the proceeds to
retain all sums due the Mortgagee, including the costs of the sale and
reasonable attorney's fees, rendering any surplus to the Mortgagor. The
Premises may be sold in one parcel as an entirety or in such parcels, manner
and order as Mortgagee may elect. By executing this Mortgage, the Mortgagor
waives, in the event of foreclosure of this Mortgage or the enforcement by
the Mortgagee of any other rights and remedies in this Mortgage, any right
otherwise available in respect to marshalling of assets which secure the
Debt or to require the Mortgagee to pursue its remedies against any other
such assets. The Mortgagor waives all rights to a hearing prior to sale in
connection with any foreclosure of this Mortgage by advertisement and all
notice requirements except as set forth in any applicable state statute
providing for foreclosure by advertisement.
19. PLEDGE. If the Mortgagor is not liable for all or any part of
the Borrower's obligations to the Bank, then it agrees that:
(a) If any monies become available to the Bank from the Borrower that
it can apply to any debt, the Bank may apply them to debt not secured by
this Mortgage.
(b) Without notice to or the consent of the Mortgagor, the Bank may (i)
take any action it chooses against any Borrower, against any collateral for
the Debt, or against any other person liable for the Debt; (ii) release any
Borrower or any other person liable for the Debt, release any collateral for
the Debt, and neglect to perfect any interest in any such collateral; (iii)
forbear or agree to forbear from exercising any rights or remedies,
including any right to setoff, that it has against the Borrower, any other
person liable for the Debt, or any other collateral for the Debt; (iv)
extend to any Borrower additional Debt to be secured by this Mortgage; or
(v) renew, extend, modify or amend any Debt, and deal with the Borrower or
any other person liable for the Debt as it chooses.
(c) None of the Mortgagor's obligations under this Mortgage shall be
affected by (i) any act or omission of the Bank; (ii) the voluntary or
involuntary liquidation, sale or other disposition of all or substantially
all of the assets of any Borrower; (iii) any receivership, insolvency,
bankruptcy, reorganization or other similar proceedings affecting any
Borrower or any of its assets; or (iv) any change in the composition or
structure of any Borrower or any Mortgagor, including a merger or
consolidation with any other entity.
(d) The Bank's rights under this section and this Mortgage are
unconditional and absolute, regardless of the unenforceability of any
provision of any agreement between any Borrower and the Bank, or the
existence of any defense, setoff or counterclaim that a Borrower may be able
to assert against the Bank.
(e) It waives all rights of subrogation, contribution, reimbursement,
indemnity, exoneration, implied contract, recourse to security, and any
other claim (as that term is defined in the federal Bankruptcy Code, as
amended from time to time) that it may have or acquire in the future against
any Borrower, any other person liable for the Debt, or any collateral for
the Debt, because of the existence of this Mortgage, the Borrower's
performance under this Mortgage or the Debt, or the Bank's availing itself
of any rights or remedies under this Mortgage.
(f) If any payment to the Bank, on any of the Debt is wholly or
partially invalidated, set aside, declared fraudulent or required to be
repaid to the Borrower or anyone representing the Borrower or the Borrower's
creditors under any bankruptcy or insolvency act or code, under any state or
federal law, or under common law or equitable principles, then this Mortgage
shall remain in full force and effect or be reinstated, as the case may be,
until payment in full to the Bank of the repaid amounts, and of the Debt.
If this Mortgage must be reinstated, the Mortgagor agrees to execute and
deliver to the Bank new mortgages, if necessary, in form and substance
acceptable to the Bank, covering the Premises.
20. REPRESENTATIONS BY MORTGAGOR. Each Mortgagor represents: (a)
that the execution and delivery of this Mortgage and the performance of the
obligations it imposes do not violate any law, do not conflict with any
agreement by which it is bound, and do not require the consent or approval
of any governmental authority or any third party; (b) that this Mortgage is
a valid and binding agreement, enforceable according to its terms; and (c)
that all balance sheets, profit and loss statements, and other financial
statements furnished to the Bank are accurate and fairly reflect the
financial condition of the organizations and persons to which they apply on
their effective dates, including contingent liabilities of every type, which
financial condition has not changed materially and adversely since those
dates. Each Mortgagor, other than a natural person, further represents: (a)
that it is duly organized, existing and in good standing pursuant to the
laws under which it is organized; and (b) that the execution and delivery of
this Mortgage and the performance of the obligations it imposes (i) are
within its powers and have been duly authorized by all necessary action of
its governing body; and (ii) do not contravene the terms of its articles of
incorporation or organization, its by-laws, or any partnership, operating or
other agreements governing its affairs.
21. NOTICES. Notice from one party to another relating to this
Mortgage shall be deemed effective if made in writing (including
telecommunications) and delivered to the recipient's address, telex number
or facsimile number set forth above by any of the following means: (a) hand
delivery, (b) registered or certified mail, postage prepaid, with return
receipt requested, (c) first class or express mail, postage prepaid, (d)
Federal Express, Purolator Courier or like overnight courier service, or (e)
facsimile, telex or other wire transmission with request for assurance of
receipt in a manner typical with respect to communication of that type.
Notice made in accordance with this paragraph shall be deemed delivered upon
receipt if delivered by hand or wire transmission, 3 business days after
mailing if mailed by first class, registered or certified mail, or one
business day after mailing or deposit with an overnight courier service if
delivered by express mail or overnight courier. This notice provision shall
be inapplicable to any judicial or non-judicial proceeding where Michigan
law governs the manner and timing of notices in foreclosure or receivership
proceedings.
22. MISCELLANEOUS. If any provision of this Mortgage is in conflict
with any statute or rule of law or is otherwise unenforceable for any reason
whatsoever, then the provision shall be deemed null and void to the extent
of such conflict or unenforceability and shall be deemed severable from but
shall not invalidate any other provisions of this Mortgage. No waiver by the
Mortgagee of any right or remedy granted or failure to insist on strict
performance by the Mortgagor shall affect or act as a waiver of any right or
remedy of the Mortgagee, nor affect the subsequent exercise of the same
right or remedy by the Mortgagee for any subsequent default by the
Mortgagor, and all rights and remedies of the Mortgagee are cumulative.
These promises and agreements shall bind and these rights shall be to the
benefit of the parties and their respective heirs, successors and assigns.
If there is more than one Mortgagor or Borrower, their obligations under
this Mortgage shall be joint and several.
This Mortgage shall be governed by Michigan law except to the extent it
is preempted by federal law or regulation.
23. WAIVER OF JURY TRIAL. The Mortgagee and the Mortgagor, after
consulting or having had the opportunity to consult with counsel, knowingly,
voluntarily and intentionally waive any right either of them may have to a
trial by jury in any litigation based upon or arising out of this Mortgage
or any related instrument or agreement, or any of the transactions
contemplated by this Mortgage, or any course of conduct, dealing, statements
(whether oral or written), or actions of either of them. Neither the
Mortgagee nor the Mortgagor shall seek to consolidate, by counterclaim or
otherwise, any action in which a jury trial has been waived with any other
action in which a jury trial cannot be or has not been waived. These
provisions shall not be deemed to have been modified in any respect or
relinquished by either the Mortgagee or the Mortgagor except by a written
instrument executed by both of them.
WITNESS: MORTGAGOR:
- ------------------------ Interface Systems, Inc.
Lori Morrison
- ------------------------ By: --------------------------
Jan Miles David O. Schupp
Its:Treasurer
ACKNOWLEDGMENT
State of Michigan
County of Washtenaw
The foregoing instrument was acknowledged before me on February 10, 1997
by David O. Schupp, Treasurer of Interface Systems, Inc., a Delaware
Corporation on behalf of the corporation.
Janice Miles
Notary Public, Wayne County, MI
My Commission Expires: 09-18-98
WHEN RECORDED RETURN TO: DRAFTED BY:
NBD Bank Joan M. Tisdale (P27728)
Collateral Department NBD Bank
611 Woodward Avenue 611 Woodward Avenue
Detroit, MI 48226 Detroit, Michigan 48226
Blank lines completed by:
Micheal K. Kelly