EXHIBIT 5
MORTGAGE, SECURITY AGREEMENT,
AND FINANCING STATEMENT
THIS MORTGAGE, Security Agreement and Financing Statement (this "Mortgage")
is made as of the 1st day January, 2001, by and between Kim LoCastro and Vincent
A. LoCastro, individuals residing in the State of Florida whose address is 12100
N.W. 10th Street, Coral Springs, Florida 33071 collectively "Mortgagee"), and
Arnoni, LoCastro & Associates, a general partnership duly organized and existing
under the laws of the Commonwealth of Pennsylvania and whose address is 3644
Washington Road, McMurray, Pennsylvania 15317 and LoCastro & Associates, Inc., a
Pennsylvania corporation ( collectively the "Mortgagor").
RECITALS
A. Mortgagee has agreed, pursuant to a Stock Purchase Agreement dated
as of December 27, 2000 (the "Stock Purchase Agreement"), and subject to the
terms and conditions set forth therein, to advance to Pinnacle Business
Management, Inc., a Nevada corporation ("Buyer" or "Borrower") an amount equal
to the Formula Amount, as such term is defined in the Stock Purchase Agreement
(the "Loan"). Mortgagor is controlled affiliate of Buyer.
B. Buyer has duly executed a promissory note dated as of December 31,
2000 (the "Note") to evidence the terms of repayment of the Loan with interest
at the rate in accordance with the terms set forth therein, which Note has been
delivered by Buyer to Mortgagee.
C. All things necessary to make this Mortgage a valid, binding and
legal instrument for the security of the Note and for the other purposes hereof,
in accordance with its terms, have been duly performed, and the execution and
delivery of this Mortgage by Mortgagor have been in all respects duly
authorized.
D. It has been agreed that the repayment of the Loan with interest,
according to the terms of the Note and any alterations, modifications,
substitutions, extensions or renewals thereof, and future advances and
readvances, as well as the performance of the other covenants, terms and
conditions herein, in the Stock Purchase Agreement and in any and all other
agreements, documents and/or instruments executed and/or delivered in connection
with the Stock Purchase Agreement (collectively the "Loan Documents") should be
secured by the execution of this Mortgage, which also shall secure payment by
the Mortgagor of all costs and expenses incurred with respect to the Loan,
including reasonable attorney's fees as is hereinafter provided.
E. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Stock Purchase Agreement.
NOW, THEREFORE, WITNESSETH: in consideration of the premises and of other
good and valuable considerations, the receipt of which is hereby acknowledged,
Mortgagor grants, bargains, sells, assigns, conveys and transfers unto
Mortgagee, its successors and assigns, in fee simple, all that land situate in
the Peters Township, Washington County, Commonwealth of Pennsylvania, and more
particularly described in Exhibit A attached hereto and made a part hereof (the
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"Land").
TOGETHER with all the walks, fences, shrubbery, driveways, fixtures,
equipment, machinery, apparatus, fittings, building materials and other articles
of personal property of every kind and nature whatsoever, now or hereafter
ordered for eventual delivery to the Land (whether or not delivered thereto),
and all such as are now or hereafter located in or upon any interest or estate
in the Land or any part thereof and used or usable in connection with any
present or future operation of the Land now owned or hereafter acquired by
Mortgagor, including, without limiting the generality of the foregoing, all
heating, lighting, incinerating and power equipment, engines, boilers, pipes,
tanks, motors, conduits, switchboards, plumbing, lifting, cleaning,
fire-prevention, fire-extinguishing, refrigerating, ventilating, and
communications apparatus, television sets, radio systems, recording systems.
computer equipment, air-cooling and air-conditioning apparatus, elevators,
escalators, shades, awnings, draperies, curtains, curtain rods, mirrors,
paneling, fans, furniture, furnishings, carpeting, linoleum and other floor
coverings, screens, storm doors and windows, stoves, sump pumps. water heaters,
water closets, sinks, attached cabinets, partitions, ducts and compressors,
landscaping, swimming pools, lawn and garden equipment, security systems and
including all materials and equipment installed or to be installed or used or
usable in the construction, reconstruction. alteration, repair and operation of
the building or buildings or appurtenant facilities erected or to be erected in
or upon the Land; it being understood that all of the aforesaid shall be deemed
to be fixtures and part of the Land, but whether or not of the nature of
fixtures they shall be deemed and shall constitute part of the security for the
indebtedness herein mentioned and shall be covered by this Mortgage. Disposition
of any of the aforesaid or of any interest therein is prohibited; however, if
any disposition is made in violation hereof, Mortgagee shall have a security
interest in the proceeds therefrom to the fullest extent permitted by the laws
of the Commonwealth of Pennsylvania; and
TOGETHER with all and singular the rights, rights-of-way, strips and gores
of land, streets, alleys. ways, passages, sewer rights, water, water courses,
water rights and powers, air rights and development rights, mineral, oil and gas
rights, easements, tenements, privileges, advantages, accessions, hereditaments
and appurtenances belonging or in any way appertaining to the Land and other
property described herein, and the reversions and remainders, earnings,
revenues, rents, royalties, issues and profits thereof and including any right,
title, interest or estate hereafter acquired by Mortgagor in the Land and other
property described herein, and all land lying in the bed of any street, road or
avenue, opened or proposed, in front of or adjoining the Property (hereinafter
defined) to the center line thereof and all the estates, rights, titles,
interests, dower and rights of dower, courtesy and rights of courtesy, property,
possession, claim and demand whatsoever both at law and in equity, of Mortgagor
of, in and to the Property and every part and parcel thereof, with the
appurtenances thereto; and
TOGETHER with all the right, title and interest (but not the obligations)
of Mortgagor, present and future, in and to all present and future furniture,
fixtures, equipment, machinery, accounts, contract rights (including all fees
and other obligations set forth in the Mortgagee's commitment to make the Loan),
general intangibles, inventory, chattel paper, documents and instruments
including but not limited to licenses, construction contracts, management
contracts, service contracts, utility contracts, options, permits, public works
agreements, architectural and engineering agreements, all architectural,
engineering and similar plans, specifications, drawings, reports, surveys,
plats, permits, bonds, deposits and payments thereunder, relating or
appertaining to the Land and other property described herein and its
development, occupancy and use, and all products and proceeds of all of the
foregoing; and
TOGETHER with any right to payment of the rental for the use or occupancy
(transient or otherwise) of any portion of the Land, the buildings thereon or
other space, including, without limitation, any hotel or motel rooms, meeting,
banquet, restaurant, parking, health, recreational or spa facilities, or for
goods sold or leased or for services rendered, whether or not yet earned by
performance, arising from the operation of the improvements or any other
facility on the Land, including, without limitation, all accounts arising from
the operation of the improvements and all proceeds thereof (whether cash or
non-cash, movable or immovable, tangible or intangible) received upon the sale,
exchange, transfer, collection or other disposition or substitution thereof; and
TOGETHER with all of the rents, royalties, revenues, income, proceeds,
profits and other benefits paid or payable by parties to the leases for using,
leasing, licensing, possessing, occupying, operating from, residing in, selling
or otherwise enjoying the Land, the improvements, and other property securing
the indebtedness, or any portion thereof. As used in this Mortgage the word
"leases" includes any and all leases, subleases, licenses, concessions,
reservations, accounts, permits, contracts, and other agreements (oral or
written, now or hereafter in effect) which grant a possessory interest or right
of occupancy in and to, or the right to use, or affect all or part of the Land,
the improvements, and other property securing the indebtedness, or any portion
thereof; and
TOGETHER with all of Mortgagor's right, title and interest in and to any
and all judgments, awards of damages (including but not limited to severance and
consequential damages), payments, proceeds, settlements or other compensation
(collectively, the "Awards") heretofore or hereafter made, including interest
thereon, and the right to receive the same, as a result of, in connection with,
or in lieu of: (a) any taking of the Property or any part thereof by the
exercise of the power of condemnation or eminent domain, or the police power;
(b) any change or alteration of the grade of any street; or (c) any other injury
or decrease in the value of the Property or any part thereof (including but not
limited to destruction or decrease in value by fire or other casualty), all of
which Awards, rights thereto and shares therein are hereby assigned to
Mortgagee, who is hereby authorized to collect and receive the proceeds thereof
and to give property receipts and acquittances therefor and to apply, at its
option, the net proceeds thereof, after deducting expenses of collection, as a
credit upon any portion, as selected by Mortgagee, of the indebtedness secured
hereby; and
TOGETHER with all of Mortgagor's right, title and interest in and to any
and all payments, proceeds, settlements or other compensation heretofore or
hereafter made, including any interest thereon, and the right to receive the
same from any and all insurance policies covering the Property or any portion
thereof, or any of the other property described herein; and
TOGETHER with the interest of Mortgagor in any cash escrow fund and in any
and all funds, securities, instruments, documents and other property which are
at any time paid to, deposited with, under the control of, or in the possession
of Mortgagee, or any of its agents, branches, affiliates, correspondents or
others acting on its behalf, which rights shall be in addition to any right of
set-off or right of lien that Mortgagee may otherwise enjoy under applicable
law, regardless of whether the same arose out of or relates in any way, whether
directly or indirectly, to the Property; and
TOGETHER with the interest of Mortgagor in and to any and all funds created
or established and held by Mortgagee pursuant to any indenture of trust or
similar instrument authorizing the issuance of bonds or notes for the purpose of
financing the Property; and
TOGETHER with all inventory, including raw materials, components,
work-in-progress, furnished merchandise and packing and shipping materials owned
by Mortgagor and located on the Property; and
TOGETHER with all proceeds, products, returns, additions, accessions and
substitutions of and to any or all of the above, but not including sale proceeds
of a permitted transfer of all or any part of the Property; and
TOGETHER with all of the records and books of account now or hereafter
maintained by or on behalf of Mortgagor in connection with the Property.
TO HAVE AND TO HOLD the Land with improvements thereupon and all other
property described above (all of which is hereinafter sometimes called the
"Property"), together with all the rights, privileges and appurtenances thereto
belonging, unto Mortgagee and its successors and assigns forever, and Mortgagor
hereby binds itself and its representatives, successors and assigns to warrant
and forever defend the Property unto Mortgagee and its successors and assigns
against the claim or claims of all persons claiming or to claim the same or any
part thereof, provided, however, subject to all terms, provisions and conditions
of the Loan Documents, until an Event of Default (as defined in Article II
hereof) has occurred, Mortgagor shall be entitled to use and possess the
Property.
THE PARTIES TO THIS MORTGAGE INTEND THAT, IN ADDITION TO ANY OTHER DEBT OR
OBLIGATION SECURED HEREBY, THIS MORTGAGE SHALL SECURE UNPAID BALANCES OF ANY
LOAN ADVANCES MADE AFTER THIS MORTGAGE IS LEFT FOR RECORD WITH THE RECORDER'S
OFFICE OF WASHINGTON COUNTY, PENNSYLVANIA, WHETHER SUCH ADVANCES ARE MADE
PURSUANT TO AN OBLIGATION OF MORTGAGOR OR OTHERWISE. THE MAXIMUM AMOUNT OF
UNPAID LOAN INDEBTEDNESS (WHICH SHALL CONSIST OF UNPAID ADVANCES MADE EITHER
BEFORE OR AFTER, OR BOTH BEFORE AND AFTER, THIS MORTGAGE IS LEFT FOR RECORD),
WHICH MAY BE OUTSTANDING AT ANY TIME IS THE FORMULA AMOUNT, PLUS ACCRUED AND
UNPAID INTEREST THEREON. IN ADDITION TO THE OBLIGATIONS OF BORROWER SECURED
HEREBY, THIS MORTGAGE SECURES COSTS INCURRED FOR THE PROTECTION OF THE PROPERTY
OR THE LIEN OF THIS MORTGAGE, EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS AND
ATTORNEYS' FEES, INCURRED BY MORTGAGEE BY REASON OF DEFAULT BY MORTGAGOR UNDER
THIS MORTGAGE OR BY BORROWER UNDER THE STOCK PURCHASE AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
AND THIS MORTGAGE FURTHER WITNESSETH, that Mortgagor, intending to be
legally bound, has covenanted and agreed and does hereby covenant and agree with
Mortgagee as follows:
ARTICLE I. COVENANTS AND AGREEMENTS OF MORTGAGOR
1. Title to the Property.
1.1.1 Mortgagor covenants that at the time of the execution and
delivery of this Mortgage it has good title to all of the Property described in
the granting clauses of this Mortgage as being presently granted, bargained,
sold, assigned, conveyed and transferred hereunder; Mortgagor hereby warrants
generally and shall defend the title to the Property, and every part thereof,
whether now owned or hereafter acquired, unto Mortgagee, its successors and
assigns, against all claims and demands by any person or entity whatsoever;
Mortgagor covenants that Mortgagor shall comply with all the terms, covenants
and conditions of all agreements and instruments, recorded and unrecorded,
affecting the Property.
1.1.2 Mortgagor has never used any other name (including a trade
name) other than the name set forth in the first paragraph of this Mortgage, and
Mortgagor has not changed its identity or partnership or corporate structure, as
applicable, so as to make the use of Mortgagor's name as set forth in the first
paragraph of this Mortgage in any filed financing statement materially
misleading.
1.2 Further Assurances.
1.2.1 Further Assurances. At any and all times Mortgagor shall
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furnish and record all and every such further assurances as may be requisite or
as Mortgagee shall reasonably require for the better assuring and confirming
unto Mortgagee the estate and property hereby granted, bargained, sold.
assigned, conveyed or transferred, or intended so to be whether now owned or
hereafter acquired. Mortgagor shall bear all expenses, charges and taxes in
connection therewith.
1.2.2 Amendments to Financing Statements. If, at any time, any of
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the information contained in any financing statement filed in connection with
the security interests created by this Mortgage, including without limitation,
the description of the collateral, shall change in any manner so as to cause
such financing statement to become misleading in any material respect or to
impair the perfection of the security interests intended to be created by this
Mortgage, then Mortgagor shall immediately advise Mortgagee of such change and,
upon Mortgagee's request, Mortgagor shall promptly prepare any amendments to any
affected financing statement necessary in order to protect and continue the
perfection of the security interest intended to be created thereby, and will
obtain the signatures of the debtor and secured party to such amendment, and
file the same in all offices where such amendment is required to be filed to
order to protect and continue the perfection of the security interest intended
to be created thereby. Mortgagor shall prepare, have executed and file (and
hereby irrevocably constitutes and appoints Mortgagee as its attorney-in-fact to
prepare, execute and file) any amendments to the financing statements filed with
respect to the security interests created by this Mortgage in such form as
Mortgagee may require in order to continue the perfection of such security
interests. Mortgagor shall pay all costs and expenses incurred in connection
with the performance of its obligations set forth in this Section.
1.3 Taxes.
1.3.1 Covenant to Pay Taxes. Mortgagor shall promptly pay and
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discharge all taxes (including all recordation, transfer and similar taxes),
water rents, assessments (public and private) and other dues, charges and levies
(collectively hereinafter called "taxes") which have been, are, or may hereafter
be imposed upon or encumber the Property and upon payment thereof will exhibit
to Mortgagee, upon demand, the receipted bills therefor; provided, however, that
Mortgagor shall not be required to pay any such taxes, (a) if the same shall not
at the time be due and payable or (b) until fifteen (15) days prior to the last
day upon which the same can be paid without penalty.
1.4 Maintenance of the Property.
1.4.1 Repair, Inspection. Mortgagor (a) shall repair, restore,
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replace or rebuild any part of the Property that is damaged or destroyed by
casualty or the remainder after a taking by eminent domain proceedings whether
or not covered by insurance or award; (b) shall keep the Property in good order,
condition and repair, and shall not commit, permit or suffer any waste thereof;
(c) shall make all needful and proper renewals, replacements and additions of
and to the same and shall permit Mortgagee or its designee to enter upon and
inspect the Property at any time or times; and (d) shall not alter or tear down
the improvements on or to be made on the Land or change them nor permit them to
be torn down or changed, without the written consent of Mortgagee.
1.4.2 Activities on Property. Mortgagor shall not suffer any act
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to be done or any conditions to exist on the Property or any part thereof or any
thing or article to be brought thereon (i) which may cause structural injury to
the improvements on the Land; or (ii) which would cause the value or usefulness
of the Property or any part thereof to diminish (ordinary wear and tear
excepted); or (iii) which may be dangerous, unless safeguarded as required by
law; or (iv) which may in fact or in law, constitute a nuisance, public or
private; or (v) which may void or make voidable any insurance then in force or
required by the terms of this Mortgage to be in force. Mortgagor shall observe
and comply with all conditions and requirements necessary to preserve and extend
any and all rights, licenses, permits, privileges, franchises and concessions
that are now applicable to the Property.
1.4.3 Non-alienation. Mortgagor shall not sell, abandon, cease to
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own, lease (except as authorized herein), assign, transfer, or dispose of the
Property or any interest therein nor permit the sale, assignment, or transfer of
any shares or partnership interests, as applicable, in Mortgagor, nor permit the
sale, assignment, or transfer of any shares or partnership interests, as
applicable, in any general partner of Mortgagor, without the written consent of
Mortgagee.
1.5 Encumbrances; Compliance with Laws.
1.5.1 Real Property. Mortgagor (a) shall keep the Property free
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from all liens, claims, and other encumbrances of every kind except such as are
approved in writing by Mortgagee and (b) shall promptly and faithfully comply
with and obey all laws, ordinances, rules, regulations, requirements and orders
of every duly constituted governmental authority or agent having jurisdiction in
the premises with respect to the Property. In the event Mortgagee consents to an
encumbrance on the Property, a default under the terms of any document creating
such an encumbrance shall be a default hereunder.
1.5.2 Personal Property. Mortgagor shall not, without the prior
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written permission of Mortgagee, place any personal property upon the Property
or any pan thereof or attach any fixture that is subject to a title retention
agreement, security agreement, or other encumbrance, whether said lien or
interest is prior to the legal operation and effect of this Mortgage or
subsequent thereto, nor shall Mortgagor place or permit to be placed any
personal property upon the Property or any part thereof, other than the personal
property of Mortgagor or any tenant actually occupying all or part of the
Property.
1.6 Insurance.
1.6.1 Insurance. Mortgagor shall keep all present and future
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buildings, improvements, equipment, furniture, fixtures, goods, supplies,
building materials, and chattel on or about the Land (collectively the
"Premises") continuously insured against loss or damage by fire and other
hazards included within the term "extended coverage" and against such other
hazards as Mortgagee may direct in the full insurable value thereof. Upon
Mortgagee's request at any time, Mortgagor shall obtain and keep any other
insurance on or related to the Premises or their operation, including without
limitation, business interruption insurance and flood insurance. All insurance
policies and renewals shall be with an insurance company or companies, and in a
form, satisfactory to Mortgagee, and, upon Mortgagee's request, shall be
deposited, premiums paid with a receipt therefor, with Mortgagee. In the event
of loss, Mortgagor shall give prompt notice to the insurance carrier and
Mortgagee. Mortgagee may make proof of loss if not made promptly by Mortgagor.
The loss, if any, shall be payable to Mortgagee according to the terms of a
standard mortgagee clause and no policy shall be cancelable without at least
twenty (20) days prior written notice to Mortgagee. Mortgagee shall have the
right to apply the proceeds of any such insurance, at its election, either to
reduce the indebtedness secured hereby or to restore the Premises. Mortgagee
shall have the full power to settle and compromise claims under all policies and
to claim, demand, receive, and receipt for all monies becoming payable
thereunder and Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's
attorney-in-fact for such purposes. In the event of foreclosure of this Mortgage
or transfer of the Premises in full or partial satisfaction of the indebtedness,
obligations, covenants or agreements secured hereby, all right, title, and
interest of Mortgagor in the policy or policies of insurance (including any
claim to proceeds attributable to losses therefor occurring but not yet paid to
Mortgagee) shall pass to the Mortgagee or other transferee of the Premises.
1.7 Leases of the Property.
1.7.1 Compliance with Leases. Mortgagor shall carry out all of its
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agreements and covenants as landlord contained in any leases (which word when
used in this Mortgage shall include, without limitation, all leases, agreements,
licenses, contracts, reservations, accounts, and permits affecting and/or
demising all or any part of the Property) and not permit a lien or other
encumbrance superior to such leases other than this Mortgage. No lease shall
include any space, or grant to any tenant any right or interest in any area
outside of the limits of the Property. Upon demand of Mortgagee, Mortgagor shall
furnish Mortgagee an executed copy of each current lease and each future lease
immediately upon its execution.
1.7.2 Assignment of Leases, and Rents and Profits. As further
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security for the indebtedness, Mortgagor does hereby absolutely and
unconditionally sell, assign, transfer and set over unto Mortgagee and
Mortgagee's successors and assigns all right, title and interest of Mortgagor in
and to all leases now existing or hereafter entered into by Mortgagor and
demising the whole or any portion of the Property, together with any extensions
or renewals thereof and any guarantees of any tenants' obligations thereunder,
and does hereby further absolutely and unconditionally sell, assign, transfer
and set over unto Mortgagee and Mortgagee's successors and assigns all of the
rents, issues, profits, royalties, bonuses, income, receipts and revenues of the
Property (collectively, "Rents"). This assignment shall continue in effect until
the indebtedness secured hereby is paid and/or performed; provided, however,
that until the occurrence of an Event of Default (as defined in Article II
hereof), Mortgagor shall be permitted to collect all Rents. At any time after
the occurrence of an Event of Default, Mortgagee may exercise any or all of the
following rights: (i) collect, in the name of Mortgagor or in Mortgagee's own
name, as assignee hereunder, all Rents thereafter accruing and becoming payable;
(ii) receive from Mortgagor upon demand all original leases in Mortgagor's
possession or control; (iii) enter the Property and assume the management and
operation thereof and, in connection therewith, perform all acts which Mortgagor
was able to perform including, but not limited to, the right to effect new
leases, to cancel, surrender, amend and renew existing leases, and to make
concessions to tenants. Mortgagor will facilitate in all reasonable ways
Mortgagee's collection of the Rents and will, upon written request by Mortgagee,
execute a written notice to each tenant directing the tenant to pay Rent to
Mortgagee. Without the written consent of Mortgagee, Mortgagor shall not have
the right to cancel, abridge or amend materially any lease or to accept
prepayments of Rent for a period of more than one (1) month in advance.
Mortgagor will (i) give prompt notice to Mortgagee of any notice received by
Mortgagor of default by the lessor thereunder, together with a complete copy of
any such notice; and (ii) enforce, short of termination thereof, the performance
or observance of each and every term, covenant and provision of any lease to be
performed or observed by the lessee thereunder. Upon the occurrence of an Event
of Default, Mortgagor will pay monthly in advance to Mortgagee or to any
receiver appointed to collect said Rents, the fair and reasonable rental value
for the use and occupation of such part of the Property as may be in possession
of Mortgagor and upon default in any such payment, will vacate and surrender
possession of such part of the Property to Mortgagee or to such receiver.
Nothing in this paragraph shall be construed to obligate Mortgagee to discharge
or perform the duties of a landlord to a tenant or to impose any liability as a
result of the exercise of the option to collect Rents, by virtue of a default,
and it is agreed that the collection or participation therein shall be as agent
only for the Mortgagor and not as a mortgagee in possession.
This assignment shall not place responsibility for the control, care,
management or repair of the Property upon Mortgagee or make Mortgagee
responsible or liable for any negligence in the management, operation, upkeep,
repair or control of same resulting in loss or damage or injury or death to any
party or impose any obligation on Mortgagee to perform or discharge any
obligation under any lease. Mortgagor hereby agrees to indemnify and defend
Mortgagee from any and all liability, loss or damage which it may incur under
any lease or by reason of assignment thereof and from any claims or demands
which may be asserted against it by reason of any alleged obligation on its part
to perform any of the terms of said lease. Mortgagor warrants that there are no
outstanding assignments or pledges of any Rents, and there are no existing
defaults under the provisions of any of the existing leases and that the tenants
have no defenses, setoffs or counterclaims against Mortgagor under the existing
leases.
1.8 Environmental Matters.
1.8.1 Definitions. For purposes of this Mortgage the following
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capitalized terms shall have the following meanings:
(a) "Environmental Laws" shall mean any federal, state, or
local law, statute, ordinance, or regulation, or administrative or court
order or decree, or private agreement that regulate the use, generation,
collection, storage, treatment, or disposal of Substances.
(b) "Substances" shall mean any materials or substances whose
release or threatened release may pose a risk to human health or the
environment or impairment of property values and shall also include without
limitation (i) asbestos in any form, (ii) urea formaldehyde foam
insulation, (iii) paint containing lead, (iv) transformers or other
equipment which contains dielectric fluid containing levels of
polychlorinated biphenyls of 50 parts per million or more, and (v)
petroleum in any form.
1.8.2 Limitations; Acting Upon Presence of Substances. Mortgagor
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will not place or permit to be placed any Substances on or near the Property
except for those Substances that are typically used at the Property in its day
to day operations, provided the same are in appropriately small quantities and
are stored, used, and disposed of in accordance with all Environmental Laws or
those Substances that are approved in writing by Mortgagee. Mortgagor hereby
covenants and agrees that, if at any time (i) Substances are spilled, emitted,
disposed, or leaked in any amount; or (ii) it is determined that there are
Substances located on, in, or under the Property other than those of which
Mortgagee has approved in writing or which are permitted to be used on the
Property without Mortgagee's written approval, Mortgagor shall immediately
notify Mortgagee and any authorities required by law to be notified, and shall,
within thirty (30) days thereafter or sooner if required by Mortgagee or any
governmental authority, take or cause to be taken, at Mortgagor's sole expense,
such action as may be required by Mortgagee or any governmental authority. If
Mortgagor shall fail to take such action, Mortgagee may make advances or
payments towards performance or satisfaction of the same but shall be under no
obligation so to do; and all sums so advanced or paid, including all sums
advanced or paid in connection with any investigation or judicial or
administrative proceeding relating thereto, including, without limitation,
reasonable attorneys' fees, expert fees, fines, or other penalty payments, shall
be at once repayable by Mortgagor and shall bear interest at the Default Rate,
from the date advanced or paid by Mortgagee until the date paid by Mortgagor to
Mortgagee, and all sums so advanced or paid, with interest as aforesaid, shall
become a part of the indebtedness secured hereby.
1.8.3 Environmental Indemnity.
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1.8.3.1. Mortgagor shall at all times indemnify, hold harmless
and defend Mortgagee against and from any and all claims, suits, actions, debts,
damages, costs, losses, obligations, judgments, charges, and expenses, of any
nature whatsoever suffered or incurred by Mortgagee, whether as beneficiary of
this Mortgage, as mortgagee in possession, or as successor-in-interest to
Mortgagor by foreclosure deed or deed in lieu of foreclosure, under or on
account of the Environmental Laws or any similar laws or regulations, including
the assertion of any lien thereunder, with respect to:
(a) any discharge of Substances, the threat of a discharge
of any Substances, or the presence of any Substances affecting the Property
whether or not the same originates or emanates from the Property or any
contiguous real estate including any loss of value of the Property as a
result of any of the foregoing;
(b) any costs of removal or remedial action incurred by any
state or the United States Government or costs incurred by any other person
or damages from injury to, destruction of, or loss of natural resources,
including reasonable costs of assessing such injury, destruction or loss
incurred pursuant to any Environmental Laws;
(c) liability for personal injury or property damage arising
under any statutory or common law tort theory, including, without
limitation, damages assessed for the maintenance of a public or private
nuisance or for the carrying on of an abnormally dangerous activity at or
near the Property; and/or
(d) any other environmental matter affecting the Property
within the jurisdiction of the Environmental Protection Agency, any other
federal agency, or any state or local environmental agency.
Mortgagor's obligations under this Agreement shall arise upon the
discovery of the presence of any Substance, whether or not the Environmental
Protection Agency, any other federal agency or any state or local environmental
agency has taken or threatened any action in connection with the presence of any
Substances.
1.9 Additional Advances.
If Mortgagor shall fail to perform any of the covenants or satisfy any of
the conditions contained herein, Mortgagee may make advances or payments towards
performance or satisfaction of the same but shall be under no obligation so to
do; and all sums so advanced or paid shall be at once repayable by Mortgagor and
shall bear interest at the rate of eight percent (8%) from the date the same
shall become due and payable until the date paid, and all sums so advanced or
paid, with interest as aforesaid, shall become a part of the indebtedness
secured hereby; but no such advance or payment shall relieve Mortgagor from any
default hereunder.
1.10 Condemnation Awards.
Should the grade of any street be altered or all or any part of the
Property be condemned or taken through eminent domain proceedings, all or such
part of any award or proceeds derived therefrom, as Mortgagee in its sole
discretion may determine in writing, shall be paid to Mortgagee and applied to
the payment of the indebtedness secured hereby (in such manner or combination
thereof, including inverse order of maturity of installments of principal, if
any, as Mortgagee may, in its sole discretion, elect) and all such proceeds are
hereby assigned to Mortgagee.
1.11 Costs of Defending and Enforcing the Lien.
Mortgagor shall pay all costs, charges and expenses, including appraisals,
title examinations, and reasonable attorney's fees, which Mortgagee may incur in
defending or enforcing the validity or priority of the legal operation and
effect of this Mortgage, or any term, covenant or condition hereof, or in
collecting any sum secured hereby, or in protecting the security of Mortgagee
including without limitation being a party in any condemnation, bankruptcy or
administrative proceedings. Mortgagee may make advances or payments for such
purposes which shall be repayable immediately by Mortgagor and shall bear
interest at the Default Rate from the date the same shall become due and payable
until the date paid, and any such sum or sums with interest as aforesaid shall
become a part of the indebtedness secured hereby; but no such advance or payment
shall relieve Mortgagor from any default hereunder.
1.12 Modification of Terms; No Novation.
Mortgagee may at any time, and from time to time, extend the time for
payment of the indebtedness secured hereby, or any part thereof, or interest
thereon, and waive, modify or amend any of the terms, covenants or conditions in
the Note, in this Mortgage or in any other Loan Document, in whole or in part,
accept one or more notes in replacement or substitution of the Note, consent to
the release of all or any part of the Property from the legal operation and
effect of this Mortgage, take or release other security, release any party
primarily or secondarily liable on the Note or hereunder or on such other
security, grant extensions, renewals or indulgences therein or herein, apply to
the payment of the principal and interest and premium, if any, of the
indebtedness secured hereby any part or all of the proceeds obtained by sale or
otherwise as provided herein, without resort or regard to other security, or
resort to any one or more of the securities or remedies which Mortgagee may have
and which in its absolute discretion it may pursue for the payment of all or any
part of the indebtedness secured hereby, in such order and in such manner as it
may determine, all without in any way releasing Mortgagor or any party
secondarily liable from any of the terms, covenants or conditions of the Note,
this Mortgage, or other Loan Documents, or relieving the unreleased Property
from the legal operation and effect of this Mortgage for all amounts owing under
the Note and this Mortgage. Mortgagee and Mortgagor recognize and agree that the
provisions of this Mortgage, the Note, and the other instruments executed in
connection with the Stock Purchase Agreement may be modified by them or their
successors or assigns at any time before or after default (which modification
may involve in creasing the rate of interest in the Note, agreeing that other
charges should be paid, or modifying any other provision in any such
instruments). Mortgagee may extend the time of payment, may agree to alter the
terms of payment of the indebtedness, and may grant partial releases of any
portion of the property included herein. No such modification by Mortgagee and
Mortgagor nor any such action by Mortgagee referred to above shall be a
substitution or novation of the original indebtedness or instruments evidencing
or securing the same.
ARTICLE II. EVENTS OF DEFAULT
2. The occurrence of one or more of the following events (herein called
an "Event of Default") shall constitute and be an Event of Default:
(a) Mortgagor shall fail to make any payment required to be
made under the Note or this Mortgage within ten (10) days after such
payment is due; or
(b) a default has occurred under any other term, condition,
or covenant of this Mortgage and Mortgagor fails to cure same within ten
(10) days after notice from Mortgagee of such default
ARTICLE III. REMEDIES
3. Remedies Upon Default.
Upon the occurrence of one or more Events of Default, Mortgagee may, at its
sole and absolute discretion, exercise any one or more of the following rights
and remedies:
(a) declare all outstanding obligations of Borrower to
Mortgagee, whether evidenced by the Note or any other instrument, although
otherwise unmatured or contingent, to be immediately due and payable
without demand;
(b) enter, by its employees, agents or attorneys, upon all or
any part of the Property, and exclude the Mortgagor, its agents and
servants wholly therefrom; and having and holding the same, use, operate,
manage and control the Property and conduct the business thereof, either
personally or by its superintendents, managers, agents, servants, attorneys
or receivers. Upon every such entry, Mortgagee may, at the expense of
Mortgagor, repair, maintain, restore and insure the Property and make all
useful alterations, additions, betterments and improvements thereto and
thereon as Mortgagee may seem advisable. In every such case, Mortgagee
shall have the right to manage and operate the Property and to carry on the
business thereof and to exercise all rights and powers of Mortgagor with
respect thereto either in the name of Mortgagor or otherwise as Mortgagee
shall deem best;
(c) grant, bargain, sell, release and convey the Property
at public auction or venue to the extent permitted and pursuant to the
procedures provided by law, and all estate, rights, title and interest,
claim and demand therein and right of redemption thereof, at one or more
sales as an entity or in parcels and at such time and place upon such terms
and after such notice thereof as may be required or permitted by law.
(d) institute proceedings for the complete or partial
foreclosure of this Mortgage;
(e) take such steps to protect and enforce its rights whether
by action, suit or proceeding in equity or at law for the specific
performance of any covenant, condition or agreement in the Note, this
Mortgage or any other Loan Document or in aid of the execution of any power
herein granted, or for any foreclosure hereunder, or for the enforcement of
any other appropriate legal or equitable remedy or otherwise as Mortgagee
shall elect;
(f) exercise any option right when any such right accrues
under the Note, the Mortgage or any other Loan Document, or at any time
thereafter;
(g) adjourn from time to time any sale by Mortgagee to be
made under or by virtue of this Mortgage by announcement at the time and
place appointed for such sale or adjourned sale;
(h) execute and deliver to the accepted purchaser or
purchasers a sufficient instrument or instruments, conveying, assigning and
transferring all estate, right, title and interest in and to the Property
and rights sold upon the completion of any sale or sales made by Mortgagee
under or by virtue of this Mortgage. Mortgagee is hereby appointed the true
and lawful attorney-in-fact of Mortgagor, in its name and stead, to make
all necessary conveyances, assignments, transfers and deliveries of the
Property and rights so sold. For that purpose, Mortgagee may execute all
necessary instruments of conveyance, assignment and transfer and may
substitute one or more persons with like power. Mortgagor hereby ratifies
and confirms all that its said attorney-in-fact shall lawfully do by virtue
hereof. Mortgagor, if so requested by Mortgagee, shall ratify and confirm
any such sale or sales by executing and delivering to Mortgagee or to such
purchaser or purchasers all instruments as may be advisable, in the
judgment of Mortgagee, for the purpose. Any such sale made by virtue of
this Mortgage, whether made under the power of sale or by judicial
proceedings, shall operate to divest all the estate, right, title,
interest, claim and demand whatsoever, whether at law or in equity, of
Mortgagor in and to the Property and rights so sold, and shall be a
perpetual bar both at law and in equity against Mortgagor and against any
and all persons claiming or which may claim the same, or any part thereof,
from, through or under Mortgagor;
(i) bid for and acquire the Property or part thereof any upon
any sale made of this Mortgage, whether made under the power of sale or by
judicial proceedings, and in lieu of paying cash therefor, may, to the
extent permitted by law, make settlement for the purchase price by
crediting upon the indebtedness secured hereby the net sales price after
deducting therefrom the expenses of the sale and the costs of the action
and any other sums which Mortgagee is authorized to deduct under this
Mortgage;
(j) recover judgment as aforesaid either before, after or
during th of any proceedings for the enforcement of the provisions of this
Mortgage. The right of Mortgagee to recover such judgment shall not be
affected by any entry or sale hereunder, or by the exercise of any other
right, power or remedy for the enforcement of the provisions of this
Mortgage or the foreclosure of the lien hereof. In the event of a sale of
the Property and of the application of the proceeds of sale to the payment
of the indebtedness secured hereby, Mortgagee shall be entitled to enforce
payment of, and to receive all amounts then remaining due upon, the Note,
and any other Loan Documents. In case of proceedings against Mortgagor in
insolvency or bankruptcy or any proceedings for its reorganization or
liquidation of assets, Mortgagee shall be entitled to prove the whole
amount of principal and interest due upon the Note to the full amount
thereof and all other payments, charges and costs due under this Mortgage
without deducting therefrom any proceeds obtained from the sale of the
whole or any part of the Property;
(k) appoint a receiver of the Property, either before or
after judgment without notice and without regard to the solvency or
insolvency of Mortgagor at the time of the application for such receiver
and without regard to the then value of the Property. Such receiver shall
have full power to collect the Rents from the Property and all other powers
necessary or incidental for the protection, possession, control, management
and operation of the Property. Said receiver shall also have full power and
authority, at the expense of the Property and of Mortgagor, to repair,
maintain, restore and keep insured the Property and to pay all taxes,
assessments and other charges arising in connection therewith. Mortgagor
hereby consents to the appointment of a receiver and will, upon Mortgagee's
request, formally evidence such consent in writing or in any proceeding for
the appointment of such receiver; and/or
(l) exercise any and all other remedies available at
available to Mortgagee at law, in equity or provided for in the Note, this
Mortgage or in any other Loan Document.
Mortgagor will not at any time claim or tae any benefit of any stay or
extension or moratorium law, any exemption from execution or sale of the
Property or any part thereof, whenever enacted, now or at any time hereafter in
force, which may affect the covenants and terms of performance of this Mortgage,
nor claim or tae any benefit of any law now or hereafter in force providing for
the valuation or appraisal of the Property, or any part thereof, prior to any
sale or sales thereof which may be made pursuant to any provision herein, or
pursuant to the decree, judgment or order of any court of competent
jurisdiction; nor, after any such sale or sales, claim or exercise any right
under any statute heretofore or hereafter enacted to redeem the property so sold
or any part thereof. Mortgagor hereby expressly waives all benefit of any such
law or laws, and covenants not to hinder, delay or impede the execution of any
power herein granted or delegated to Mortgagee, but to suffer and permit the
execution of every power as though no such law or laws had been made or enacted.
Mortgagor, for itself and all who may claim under it, waives, to the extent that
it lawfully may, all right to have the Property marshaled upon any foreclosure
hereof.
ARTICLE IV. MORTGAGE AS SECURITY AGREEMENT
4. Uniform Commercial Code Security Interest.
In addition to constituting a mortgage, this Mortgage also constitutes a
"security agreement" under the Uniform Commercial Code as adopted and in effect
in the Commonwealth of Pennsylvania ("UCC"), with Mortgagor hereby granting to
Mortgagee a first priority lien and security interest in and to all "personal
property" of Mortgagor included within the definition of "Property" herein,
including but not limited to all now owned or hereafter acquired furniture,
fixtures, equipment, machinery, accounts, contract rights, general intangibles,
inventory, chattel paper, documents and instruments and all proceeds and
products of the foregoing, as well as all books and records pertaining to any of
the foregoing (such personal property is hereafter referred to as "Collateral").
Mortgagor agrees that it shall not sell, assign, lease, transfer or otherwise
dispose of any Collateral without Mortgagee's prior written consent except in
the ordinary course of business of Mortgagor or if immediately replaced by
property of a similar kind and quality. Mortgagor agrees to keep the Collateral
in good condition and repair and to keep the Collateral insured against all loss
by theft, fire or other casualty, to the full insurable value of the Collateral.
Mortgage shall execute one or more financing statements in forms satisfactory to
Mortgagee and will take such other action as may be necessary or desirable from
time to time to perfect, evidence and continue the security interest of
Mortgagee in the Collateral. Mortgagor agrees, however, that Mortgagee may file
this Mortgage or a reproduction hereof in the real estate records or other
appropriate index as a financing statement. Upon the occurrence of one or more
Events of Default, Mortgagee may, at its sole and absolute discretion, exercise
any one or more of the following remedies:
(a) immediately take possession, with or without legal
process, of any or all of the Collateral wherever it may be found, using
self-help to do so, and for that purpose Mortgagee, as principal or as
agent of Mortgagor, may enter upon the Property or any other location upon
which the Collateral may be situated and remove the same therefrom, without
such entry constituting a breach of the peace. Mortgagee may also require
Mortgagor to assemble the Collateral and deliver it, at Mortgagor's
expense, to a place designated by Mortgagee. Mortgagor waives all claims
for damages due to, arising from or connected with any such taking; or
(b) sell, lease or otherwise dispose of the Collateral at
public or private sale in the county where it is located, with or without
having the Collateral physically present at the place of sale, on terms and
in such lawful manner as Mortgagee may determine and as are commercially
reasonable. Mortgagee may purchase at such sale; or
(c) Exercise any and all other remedies available to
Mortgagee at law or in equity.
Mortgagor will not at any time claim or take any benefit of any stay or
execution or moratorium law, any exemption from execution or sale of the
Collateral or any part thereof, whenever enacted, now or at any time hereafter
in force, which may affect the covenants and terms of performance of this
Mortgage, nor claim or take any benefit of any law now or hereafter in force
providing for the valuation or appraisal of the Collateral, or any part thereof,
prior to any sale or sales thereof which may be made pursuant to any provision
herein, or pursuant to the decree, judgment or order of any court of competent
jurisdiction; nor, after any such sale or sales, claim or exercise any right
under any statute heretofore or hereafter enacted to redeem the property so sold
or any part thereof. Mortgagor hereby expressly waives all benefit of any such
law or laws, and covenants not to hinder, delay or impede the execution of any
power herein granted or delegated to Mortgagee, but to suffer and permit the
execution of every power as though no such law or laws had been made or enacted.
Mortgagor, for itself and all who may claim under it, waives, to the extend that
it lawfully may, all right to have the Collateral marshaled upon any foreclosure
hereof.
ARTICLE V. MISCELLANEOUS
Legal Construction.
This Mortgage shall be construed according to the laws of the Commonwealth
of Pennsylvania and any court of competent jurisdiction of the Commonwealth of
Pennsylvania shall have jurisdiction in any proceeding instituted to enforce
this Mortgage and any objections to venue are hereby waived.
5.2 Rights of Mortgagee.
5.2.1 Rights Not Limited. The rights, powers, privileges and
--------------------
discretions (hereinafter collectively called the "rights") specifically granted
to Mortgagee under this Mortgage are not in limitation of but in addition to
those to which it is entitled under any general or local law relating to
mortgages in the Commonwealth of Pennsylvania, now or hereafter existing.
5.2.2 Benefit to Successors and Assigns. The rights to which
-------------------------------------
Mortgagee is entitled under this Mortgage shall inure to the benefit of their
respective legal representatives, executors and assigns.
5.2.3 Rights Cumulative. All the rights of Mortgagee are
------------------
cumulative and not alternative and may be enforced successively or concurrently.
5.3 No Waiver.
Failure of Mortgagee to exercise any of its rights shall not impair any of
their rights nor be deemed a waiver thereof, and no waiver of any of their
rights shall be deemed to apply to any other such rights, nor shall it be
effective unless in writing and signed by the party waiving the right. The
acceptance by Mortgagee of any partial payment after default or an Event of
Default, with or without knowledge of the default or Event of Default, shall not
be a waiver of the default or Event of Default unless Mortgagee shall
specifically state in writing that the acceptance waives the default or Event of
Default or states further conditions which must be satisfied to constitute such
a waiver. The failure of Mortgagee to exercise the option for acceleration of
maturity, foreclosure, or either, following an Event of Default or to exercise
any other option or privilege granted to Mortgagee hereunder in any one or more
instances, shall not constitute a waiver of any such default, but such option or
privilege shall remain continuously in force.
5.4 Binding Effect.
The terms and conditions agreed to by Mortgagor and the covenants of
Mortgagor shall be binding upon the successors and assigns of Mortgagor, but
this provision does not waive any prohibition of assignment or any requirement
of consent to an assignment under the other provisions of this Mortgage; any
consent to an assignment shall not be consent to any further assignment, each of
which must be specifically obtained in writing.
5.5 Time of Essence.
Time is of the essence of the obligations of Mortgagor in this Mortgage and
each and every term, covenant and condition made herein by or applicable to
Mortgagor.
5.6 Captions.
The captions of the Sections of this Mortgage are for the purpose of
convenience only and are not intended to be a part of this Mortgage and shall
not be deemed to modify, explain, enlarge, or restrict any of the provisions
hereof.
5.7 Termination.
This Mortgage shall continue in effect until such time as all obligations
and indebtedness secured hereby have been fully paid and/or performed, at which
time this Mortgage shall terminate and become void. Mortgagee shall file a
satisfaction of mortgage (at Mortgagor's expense) to evidence this satisfaction
and release.
5.8 Confession of Judgment.
A. FOR THE PURPOSE OF OBTAINING POSSESSION OF THE PROPERTY IN THE EVENT
AN EVENT OF DEFAULT OCCURS, MORTGAGOR, TO THE EXTENT PERMITTED BY LAW AND
WITHOUT FURTHER CONSENT OF OR NOTICE TO MORTGAGOR, HEREBY AUTHORIZES AND
EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF
PENNSYLVANIA, AS ATTORNEY FOR MORTGAGOR AND ALL PERSONS CLAIMING UNDER OR
THROUGH MORTGAGOR, AFTER AN EVENT OF DEFAULT, TO SIGN AN AGREEMENT FOR ENTERING
IN ANY COMPETENT COURT AN AMICABLE ACTION IN EJECTMENT FOR POSSESSION OF THE
MORTGAGED PROPERTY AND TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR, AND
AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, IN FAVOR OF MORTGAGEE,
FOR RECOVERY BY MORTGAGEE OF POSSESSION THEREOF, FOR WHICH THIS MORTGAGE, OR A
COPY THEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON
A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE MORTGAGED
PROPERTY, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY
OF EXECUTION. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED IT SHOULD
BE DISCONTINUED, OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE
RESTORED TO MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME DEFAULT OR
ANY SUBSEQUENT DEFAULT TO BRING ONE OR MORE FURTHER AMICABLE ACTIONS AS ABOVE
PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY BRING AN
AMICABLE ACTION IN EJECTMENT AND CONFESS JUDGMENT THEREIN BEFORE OR AFTER THE
INSTITUTION OF PROCEEDINGS TO FORECLOSE THIS MORTGAGE OR TO ENFORCE THE NOTE, OR
AFTER ENTRY OF JUDGMENT THEREIN OR ON THE NOTE, OR AFTER A SHERIFF'S SALE OF THE
MORTGAGED PROPERTY IN WHICH MORTGAGEE IS THE SUCCESSFUL BIDDER; THE
AUTHORIZATION TO PURSUE SUCH PROCEEDINGS FOR OBTAINING POSSESSION AND CONFESS
JUDGMENT THEREIN IS AN ESSENTIAL PART OF THE REMEDIES FOR ENFORCEMENT OF THIS
MORTGAGE AND THE NOTE, AND SHALL SURVIVE ANY EXECUTION SALE TO MORTGAGEE.
B. MORTGAGOR, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING
CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST
MORTGAGOR BY MORTGAGEE BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE
EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF
MORTGAGOR, HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING
ENTERED BY CONFESSION IN ACCORDANCE WITH THE TERMS HEREOF AND EXECUTION BEING
LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF MORTGAGOR, IN EACH CASE
WITHOUT FIRST GIVING NOTICE AND THE OPPORTUNITY TO BE HEARD ON THE VALIDITY OF
THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED.
IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly executed
on its behalf and its seal to be hereunto affixed as of the date first above
written.
LoCastro & Associates, Inc., Arnoni LoCastro & Associates
a Pennsylvania Corporation a Pennsylvania General Partnership
By: By:
------------------------------ -------------------------------
Title: President Title: Partner
--------------------------- ----------------------------
State of Florida )
) SS:
COUNTY OF BROWARD )
I hereby certify that on this day, before me, a Notary Public duly
authorized in the state and County named above to take acknowledgments,
personally appeared Vincent A. LoCastro, President of Lo Castro & Associates,
Inc. which is the General Partner of ARNONI LO CASTRO & ASSOCIATES , a
Pennsylvania general partnership, to me known (or satisfactorily proven) to be
the person described in the foregoing instrument as General Partner of ARNONI LO
CASTRO & ASSOCIATES and as President of Lo Castro & Associates, Inc. who, after
having been duly sworn in accordance with law, acknowledged and said that he, in
fact, holds such office with said corporation, that he, executed the foregoing
instrument in the name of and on behalf of the corporation being duly authorized
to do so, and that the execution of the foregoing instrument is his act and deed
and the act and deed of the said partnership.
Witness my hand and official seal in the County and State last aforesaid,
this 18th day of January, 2001.
------------------------------- Notary Public
My Commission Expires:
[Notarial Seal]