Loading...
HomeMy WebLinkAbout1984-08-01-R RESOLUTION NO. • A Resolution Authorizing the Mayor to Approve and Sign Loans with Omega Container, Inc. , and Administrative Agreements. ` WHEREAS, the City of Batesville has been awarded an Economic Development Set-Aside grant from Arkansas Industrial Development Commission; and WHEREAS, the grant is to provide a loan to Omega Container, Inc. ; the intent of such loan is to stimulate job creation for under/unemployed Batesville area residents; and WHEREAS, it will be necessary for the Mayor to act in behalf of the City in signing the AIDC grant; the loan agreement with Omega Container, Inc. , a copy of which is attached hereto and incorporated herein by reference; and other administrative agreements as are • necessary to the program. NOW, THEREFORE, BE IT RESOLVED that the Batesville City Council hereby authorizes the Mayor to approve and sign the loan agreement with Omega Container, Inc. , and take any and all other actions necessary to assure adequate administrative oversight for the project. ENTERED this /t14—day of 1984. t Mayor City Clerk LOAN AGREEMENT AND SECURITY AGREEMENT This Loan Agreement and Security Agreement , made and entered into as of the day of , 1984 , by and between the CITY OF BATESVILLE , ARKANSAS , a political subdivision of the State of Arkansas , hereinafter referred to as THE CITY, and OMEGA CONTAINER BATESVILLE , INC . , a corporation organized and existing under the laws of the State of Arkansas , hereinafter referred to as OMEGA. W I T N E S S E T H: WHEREAS , the City is authorized (under the Arkansas Community and Economic Development Program [ "ACEDP"] conducted under the auspices of the Planning and Economic Development Division of the Arkansas Industrial Development Commission [ 'AIDC"] through funds provided through the Department of Housing and Urban Development to accomplish the objectives found in the Housing and Community Development Act) to loan grant funds to qualified applicants ; and WHEREAS , the City has applied for such -rant funds and has been found to be qualified to receive such grant funds ; and WHEREAS , the loan of these grant funds from the City to Omega will create new employment opportunities for unemployed individuals , will fund a project in an area of high and long- term unemployment , will address and resolve pressing community and economic development needs , will fund a project which will be underway quickly and will benefit low and moderate income families ; and WHEREAS , Omega will use the loan funds in conjunction with proceeds received from industrial development bonds issued by the City and guaranteed by AIDC for the construction of a 34 , 500 square foot building to operate an ammunititon container facility in Batesville , Arkansas . NOW, THEREFORE , for and in consideration of the premises and mutual covenants hereinafter contained, the parties hereby covenant and agree as follows : 1 . Loan of funds . The City agrees to loan and Omega agrees to borrow the total sum of $225 , 000 . 00 which shall be evidenced by a Promissory Note of even date (the "Note") providing for interest at the rate of six percent (6%) per annum with the first year principal payments deferred. The City shall advance the total sum of $225 , 000 . 00 upon the presentation by the Company of appropriate documentation. Interest shall not accrue on any amount not advanced until such sum is advanced and the first interest payment shall be adjusted accordingly. Such first payment of interest only shall be due April 1 , 1985 . The second interest only payment in the amount of $6 , 750 . 00 shall be due October 1 , 1985 . Successive semi- annual payments shall be principal and interest in the amount of $16 , 359 . 46 for the next eighteen (18) payments . 2 . Use of funds . Omega agrees to use the funds loaned hereunder to construct and equip (does not include manufacturing or production equipment) a 34 , 500 square foot building for its facility located in the City of Batesville, Independence County, Arkansas . To accomplish the objectives of the ACEDP, Omega agrees to use its best efforts to hire at least sixty-one (61) people of which thirty-two (32) or fifty-one percent (51%) is comprised of individuals of low and moderate income (LMI) at the time of their hiring. During the first twelve (12) months , forty-five (45) new positions will be created, twenty-three (23) of which will be LMI ; the second twelve (12) months , eight (8) new positions , four (4) of which will be LMI ; and the third twelve (12) months , eight (8) new positions , four (4) of which will be LMI . For purposes of this paragraph "low and moderate income" shall be defined as less than $11 , 009 gross annual family income . Additional financing of the collateral (identified hereinbelow) and of the facilities of which the collateral constitutes a part is being provided by industrial development revenue bonds to be issued by the City in the principal amount of $475 , 000 designated "City of Batesville , Arkansas Industrial Development Revenue Bonds - Omega Project , Series 1984" (the "Bonds") . The Bonds are not general obligations of the City but are special obligations , secured solely by a pledge of revenues to be derived from the facilities financed by the Bonds and a mortgage lien on and security interest in such facilities , -2- as set forth in and evidenced by a Loan Agreement between the City and Omega , of even date with the Bonds (the "Loan Agreement") and a Trust Indenture between the City and Mercantile Bank, Jonesboro , Arkansas (the "Trustee") , of even date with the Bonds (the "Trust Indenture") . 3 . Grant of Security Interest . In consideration of the Loan described above , Omega hereby grants to the City a security interest in the machinery, equipment and other personal property described in Exhibit A hereto and in all other machinery, equipment and personal property financed in whole or in part by application of the proceeds of the Loan, as security for the payment , performance and observance by Omega of all obligations and conditions of this agreement and of the Note . All such machinery, equipment and other personal property shall be identified in a ledger, one copy of which shall be filed with the City and one copy of which shall be maintained by Omega at the site of the collateral and shall be marked by an appropriate tag or other device . All such machinery, equipment and other personal property is referred to herein as the "collateral . " The security interest granted hereby is subject and subordinate to the rights of the trustee and the holders of the bonds under the Loan Agreement and the Indenture . The Loan described above is also secured by that certain Second Mortgage executed and delivered by Omega to the City of even date herewith (the "Mortgage") . 4 . Warranties and agreements. Omega warrants and agrees that : (a) Collateral location and use. Omega' s chief place of business , its financial books and records relating to the collateral , and the collateral , are located at the address set forth at the foot of this Agreement . Omega will not move any of the collateral from said location without the prior written consent of the City. The collateral was and/or will be acquired by the undersigned solely for use in its business at said location, and the collateral is not and shall not be used for personal , family , household, or farming use . -3- (b) Existing liens , security interest , and encumbrances . Except for the security interest granted herein Omega will keep the collateral free and clear of liens , security interests , or encumbrances , and will not assign, sell , mortgage, lease , transfer , pledge , grant a security interest in, encumber or otherwise dispose of or abandon any part of all of the collateral without the prior written consent of the City, except for the sale from time to time in the ordinary course of business of the undersigned of such items of collateral as may constitute all or any part of the business inventory of Omega. Omega will make due and timely payment of all obligations and indebtedness secured and Omega shall fully comply with all terms and provisions of all security instruments representing such security interests . Any default by Omega under or with respect to any such security instrument or obligations secured thereby shall constitute an event of default under this Agreement . (c) Taxes , compliance with laws . Omega will make due and timely payment or deposit of all taxes , assessments , or contributions required by law which may be lawfully levied or assessed with respect to any of the collateral and will execute and deliver to the City, on demand, appropriate certificates attesting to the timely payment or deposit of all such taxes , assessments or contributions . Omega will use the collateral for lawful purposes only , and with all reasonable care and caution, and in conformity with all applicable laws , ordinances and regulations . At its own cost and expense Omega will keep the collateral in first class order , repair and condition ordinary wear and tear excepted. (d) Inspection. The City or its designee shall at all times have free access to and the right of inspection of any part or all of the collateral and any records of Omega (and the right to make extracts from such records) , and Omega shall deliver to the City the originals or true copies of such papers and instruments relating to any or all of the collateral the City may request at any time . (e) Collateral to remain personal property. The collateral is now and shall be and remain personal property, notwithstanding -4- the manner in which the collateral or any part thereof shall be now or hereafter affixed, attached or annexed to real estate . (f) Insurance. Omega, at its own cost and expense , will insure the collateral and the improvements on the real estate against loss or damage by fire and extended coverage , theft , burglary, pilferage , bodily injury and such other risks as the City may require , with such companies and in such amounts as may be reasonably required by the City. All such policies shall provide for ten days ' minimum written notice of cancellation to the City and the undersigned shall deliver to the City the original or duplicate policies , or certificates or other evidence satisfactory to the City of compliance with the foregoing insurance provisions . (g) Further documentation. Omega shall , at its sole cost and expense , upon the request of the City, at any time and from time to time , execute and deliver to the City one or more financing statements pursuant to the Uniform Commercial Code , and any other papers , documents or instruments required by the City in connection herewith. (h) Payment of Omega obligations , reimbursement . The City may at its discretion, for the account and expense of Omega: (i) pay any amount to do any act which is required to be paid or done by Omega under this Agreement (including but not limited to the repair and insuring of collateral and payment of taxes) and which Omega fails to do or pay as herein required, (ii) pay any sums due and owing by Omega to the landlord(s) of any premises where any collateral is located, and (iii) pay or discharge any lien, security interest or encumbrance in favor of anyone other than the City which covers or affects the collateral or any part thereof . Omega will promptly reimburse and pay the City for any and all sums , costs and expenses which the City may pay or incur by reason of defending , protecting or enforcing the security interest herein granted or the priority thereof or in enforcing payment of the provisions hereof or in discharging any lien or claim against -5- the collateral or any part thereof or in the exchange , collection, low compromise or settlement of any of the collateral or receipt of the proceeds thereof or for the care of the collateral, litigation or otherwise . 5 . Defaults . The occurrence of any one or more of the following events shall constitute an event of default by Omega under this Agreement: Omega shall default in the punctual payment of any sum payable with respect to , or in the performance of any of the terms and conditions of this Agreement or the note or Mortgage ; or if any warranty, representation or statement of fact made herein or furnished to the City at any time by or on behalf of Omega Container, Inc . , proves to have been false in any material respect when made or furnished; there shall occur as "Event of Default, " as defined therein, under the Loan Agreement or the Indenture ; or in the event of loss , theft , substantial damage or destruction of any of the collateral, or the making of any levy on, seizure or attachment of any of the collateral , or if Omega shall execute or file a certificate or other instrument evidencing the legal change of name of Omega without furnishing .� the City at least ten days prior written notice thereof ; or if Omega becomes insolvent (however such insolvency may be evidenced) , commit an act of bankruptcy, make an assignment for the benefit of creditors , appoint a committee of cred-4_tors , or make or send notice of any intended bulk transfer, or fail , after demand, to furnish any financial information or to permit the inspection of books or record of account ; or if there shall be filed by or against Omega any petition for relief under the bankruptcy laws of the United States as now or hereafter in effect or under any insolvency , readjustment of debt , dissolution or liquidation law or statute of any other jurisdiction now or hereafter in effect (and whether any such action or proceeding shall be at law, in equity or under any bankruptcy, reorganization, arrangement , insolvency , readjustment of debt , receivership , liquidation or dissolution law or statute) and such petition shall not be dimissed within sixty (60) days after filing; or if Omega shall suspend the transaction of its usual business , or if any petition or -6- application to any court or tribunal , at law or in equity , be filed by or against Omega for the appointment of any receiver or any trustee for Omega or if any governmental authority or any court or other tribunal shall take possession or jurisdiction of any substantial part of the property of , or assume control over the affairs or operations of , or a receiver shall be appoint of , any substantial part of the property of Omega. 6 . Remedies of default. Upon the occurence of any one or more of the foregoing events of default and at any time thereafter , the City may, without notice to or demand upon Omega, declare all sums owed by Omega immediately due and payable and the City shall have the following rights and remedies in addition to all rights and remedies hereunder and in addition to all rights and remedies of a secured party under the Uniform Commercial Code or other applicable statute or rule , in any jurisdiction in which enforcement is sought , all such rights and remedies being cumulative and not exclusive. Provided, however , that all remedies exercised by the City pursuant to this Paragraph will be subject to all rights of the Trustee under the Loan Agreement and the Indenture. (a) Collateral. The City may , at any time and from time to time , with or without process of law and with or with the aid and assistance of others , enter upon any premises whatsoever in which the collateral or any part thereof may be located and, without resistance or interference by the undersigned, take possession of the collateral ; and/or dispose of all or any part of the collateral on any premises of the undersigned; and/or require Omega to assemble and make available to the City all or any part of the collateral at any place and time designated by the City which is reasonably convenient to the City and Omega; and/or remove all or any part of the collateral from any premises on which any part thereof may be located for the purpose of effecting sale or other disposition thereof ; and or sell , resell , lease , assign and deliver, or otherwise dispose of, the collateral or any part thereof in its existing condition or following any commercially reasonable preparation or processing, at public -7- or private proceedings , in one or more parcels at the same or different time with or without having the collateral at the place of sale or other disposition, for cash, upon credit or for future delivery, and in connection therewith the City may grant options , at such place or places and time or times and to such persons , firms or corporation as the City deems best , and without demand for performance or any notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition the undersigned hereby agrees that five days ' notice by ordinary mail , postage prepaid, to any address of Omega set forth at the foot of this Agreement , of the place and time of any public sale or of the place and time after which any private sale or other disposition may be made , shall be deemed reasonable notice of such sale or other disposition; and/or liquidate or dispose of the collateral or any part thereof in any other commercially reasonable manner. If any of the collateral is sold by the City upon credit or for future delivery, the City shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the City may resell such collateral. Omega hereby waives all equity and right of redemption. The City may buy any part or all of the collateral at any public sale and if any part or all collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations the City may buy at private sale , all free from any equity or right of redemption which is hereby waived and released by. 7 . Liability disclaimer. Under no circumstances whatsoever shall the City be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the collateral , of any nature of kind whatsoever, or any matter of proceedings arising out of or relating thereto. The City shall not be required to take any action of any kind to collect or protect any interest in the collateral , including but not limited to any action necessary to preserve it ' s or Omega ' s rights against -8- prior parties to any of the collateral . The City shall not be liable or responsible in any way for the safekeeping, care or custody of any of the collateral , or for any loss or damage thereof, or for any dimunition in the value thereof , or for any act of default of any agent or bailee of the City or Omega or of any carrier, forwarding agency or other person whomsoever , or for the collection of any proceeds , by the same shall be at Omega ' s sole risk at all times . Omega hereby releases the City for any claims , causes of action and demands at any time arising out of or with respect to this Agreement , and any actions taken or omitted to be taken by the City with respect thereto , and Omega hereby agrees to hold the City harmless from and with respect to any and all such claims , causes of action and demands . 8 . Nonwaiver. No failure or delay on the part of the City in exercising any of its rights and remedies hereunder or otherwise shall constitute a waiver thereof, and no single or partial waiver by the City or any default or ,other right or remedy with it may have shall operate as a waiver of any other default , right or remedy or of the same default , right or remedy on a future occasion. 9. Guaranty. It is understood and recognized that all obligations of Omega under this Agreement , the Note and the Mortgage are unconditionally guaranteed by Omega Container , Inc . , a Louisiana corporation, pursuant to a Guaranty Agreement of even date herewith between Omega Container Batesville , Inc. , and the City of Batesville . 10 . Modification. No provision hereof shall be modified, altered or limited except by a written instrument expressly referring to this Agreement and to the provision so modified or limited, and executed by the party to be charged. 11 . Authorization. The execution and delivery of this Agreement has been authorized by the owners of Omega and by any necessary vote or consent of stockholders of Omega. 12. Binding effect . This Agreement shall be binding upon the successors and assigns of Omega, shall , together with the -9- rights and remedies of the City hereunder, inure to the benefit of the City and its successors , endorses and assigns ; and shall constitute a continuing Agreement applying to all future as well as existing transactions , whether or not of the nature contemplated at the date of this Agreement . 13 . Severability. If any term of this Agreement shall be held to be invalid, illegal or unenforceable , the validity of all other terms hereof shall in no way be affected thereby. IN WITNESS WHEREOF the undersigned have executed or caused this Agreement to be executed in the State of Arkansas on 1984 . (Seal) ATTEST: CITY OF BATESVILLE By Clerk Title Witness (Seal) ATTEST: OMEGA CONTAINER BATESVILLE , INC . By Secretary Title Witness -10- PROMISSORY NOTE $225,000.00 Batesville, Arkansas , 1984 On or before the dates hereinafter set forth, the undersigned, Omega Container Batesville, Inc. , promises to pay to the order of the City of Batesville, Arkansas, for value received, the sum of Two Hundred Twenty- Five Thousand Dollars and No/100 ($225,000.00) , with interest from the date until maturity at the rate of six percent (6%) per annum, payable at Batesville, Arkansas. This Note is payable as follows: The City shall advance the total sum of $225,000.00 upon the presentation by the Company of appropriate documentation. Interest shall not accrue on any amount not advanced until such sum is advanced, and the first interest payment shall be adjusted accordingly. Such first payment of interest only shall be due April 1 , 1985. The second interest only payment in the amount of $6,750.00 shall be due October 1 , 1985. Successive semi-annual payments shall be principal and interest in the amount of $16,359.46 for the next eighteen (18) payments. If any one of the above installments is not paid in full within thirty (30) days after the maturity date of said installment, all the balance of the entire principal consisting of the remaining installments and the balance payable at the end of the term of this note shall , at the option of the holder immediately become due and payable, and the entire principal thereof shall bear interest at the rate of six percent (6%) per annum until paid. The maker of this note hereby waives presentment for payment, notice of non-payment, protest, and notice of protest and due diligence in forcing payment hereof, and consents that an extension of time for payment may be granted without notice. The maker of this Note further agrees to pay a reasonable attorney's fee, not to exceed 10°0 of the amount of principal and interest now due, if this notice is placed in the hands of an attorney for collection. This Note is given in connection with a certain Loan Agreement and Security Agreement executed by and between the parties hereto on , and this Note is secured by a second lien by virtue of a Second Mortgage comprising a part of the business of Omega Container Batesville, Inc. This lien is second and inferior to that lien in favor of the Trustee and Bondholders pursuant to that Indenture in the Batesville, Arkansas , 1984 Industrial Revenue Bonds (Omega Container Batesville, Inc. , Project) Series A. This Note is payable in the State of Arkansas, and the parties hereto have contracted with reference to the law of Arkansas and hereby agree that the laws of Arkansas shall govern the construction of this Note and all questions of validity and enforceability hereof and of the Loan Agreement and Security Agreement referred to above. Executed by the duly authorized representatives of Omega Container Batesville, Inc. , as of the date first above written. OMEGA CONTAINER BATESVILLE, INC. SEAL By Secretary Title CORPORATE ACKNOWLEDGEMENT STATE OF ARKANSAS ) S�. COUNTY OF ) On this day of 1984, before me a Notary Public, the undersigned officer, personally appeared and , known personally to me to be thePresident and Secretary, respectively, of the above named corporation, and that they, as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as such officer. IN WITNESS WHEREOF I have hereunto set my hand and seal . Notary Public MY COMMISSION EXPIRES: SECOND MORTGAGE KNOW ALL MEN BY THESE PRESENTS : That Omega Container Batesville , Inc . , (hereinafter "GRANTOR") , for and in consideration of the sum of Ten and No/100 Dollars ($10 . 00) , to GRANTOR in hand paid, the receipt of which is hereby acknowledged, and in consideration of the premises hereinafter set forth, does hereby grant , bargain, sell and convey unto the City of Batesville , Arkansas (hereinafter "GRANTEE") , as the case may be the following described land, with all improvements now or hereafter located thereon, lying in Independence County , Arkansas (the "Mortgaged Property") : A tract of land being a part of the Southwest Quarter of the Southeast Quarter of Section Four in Township Thirteen North and Range Six West of the Fifth Principal Meridian in the City of Batesville , Independence County , Arkansas , and more particularly described as follows : Commencing at the Southwest corner of the Southeast Quarter of said Section Four ; thence N O1°34 ' 49" E a distance of 681 . 18 feet ; thence N 89°43 ' 27" E a distance of 491 . 88 feet to the point of beginning ; thence N 00°13 ' 56" E, a distance of 412 . 46 feet to the South right-of-way of Industrial Drive ; thence N 89°43 ' 27" E along said South right-of-way, a distance of 141 . 53 feet ; thence along a curve to the right (said curve having a radius of 1879 . 89 feet from the South right-of-way, a tangent distance of 49 . 08 feet and a curve length of 98. 13 feet) ; thence continuing along said South right-of-way S 87°19 ' 54" E , a distance of 187 . 06 feet ; thence S 00°13 ' 56" W a distance of 400 . 35 feet ; thence S 89°43"27" W, a distance of 426 . 55 feet to the point of beginning. Containing 4 . 00 acres , more or less . This Mortage is second and subject to the lien of that certain Trust Indenture dated as of , 198 '1 between the GRANTEE and Mercantile Bank, Jonesboro , Arkansas (the "Indenture") , recorded in the Book at Page or as Instrument No . a.id that certain Loan Agreement between Omega Container Batesville , Inc. and GRANTEE, dated as of 1984 (the "Loan Agreement") , recorded in Book at Page or as Instrument No . in the Office of the Circuit Clerk and Ex-Officio Recorder of Independence County, Arkansas . TO HAVE AND TO HOLD the same unto said GRANTEE forever , together with: (a) all appurtenances thereunto belonging ; (b) all fixtures and equipment used or useful in connection with said property and (c) all rents , income, and profits therefrom after any default herein. 11 A-- 1_ _ _1 _ _ ..1. -- A w --- . 1 .. . 1. - _ _ _ 1 The sale is on the condition, that whereas , GRANTOR is justly indebted unto GRANTEE in the sum of Two Hundred Twenty-Five Thousand and No/100 Dollars ($225 , 000 . 00) , evidenced by one Promissory Note of even date , in the sum of $225 , 000 . 00 bearing six percent (6%) interest from date until due as provided in the Note , payable as follows : The City shall advance the total sum of $225 , 000 . 00 upon the presentation by the Company of appropriate documentation. Interest shall not accrue on any amount not advanced until such sum is advanced, and the first interest payment shall be adjusted accordingly. Such first payment of interest only shall be due April 1 , 1985 . The second interest only payment in the amount of $6 , 750 . 00 shall be due October 1 , 1985 . Successive semi-annual payments shall be principal and interest in the amount of $16 , 359 . 46 for the next eighteen (18) payments . This Mortgage shall also be security for any other indebtedness of whatsoever kind that GRANTEE or the holders or owners of this Mortgage may hold against GRANTOR by reason of future advances made hereunder , by purchase or otherwise, to the time of the satisfaction of this Mortgage. GRANTOR hereby warrants to and covenants with GRANTEE : 1 . That GRANTOR will , at GRANTOR' S expense , keep all improvements insured against fire and all perils normally included in "extended coverage" with a company and in a form approved by GRANTEE in an amount equal to the full insurable value of said improvements , and with loss payable clause naming GRANTEE . GRANTOR will furnish GRANTEE with evidence , satisfactory to GRANTEE , that such insurance is at all times in full force and effect . 2 . That GRANTOR will keep all improvements in a good state of repair and neither commit nor permit waste . 3 . That GRANTOR will pay all taxes , special assessments and other charges affecting the property when and as due and prior to delinquency and will furnish proof of such payment to GRANTEE . 4 . That GRANTOR will make all payments on the loan secured by the above described first mortgage when and as due and prior to delinquency and will not commit , permit or suffer to exist any event of default under said mortgage or the loan it secures . 5 . That GRANTOR will not sell , assign, mortgage , encumber, lease or otherwise convey the Mortgaged Property without first obtaining the expressed written consent of the GRANTEE . If the GRANTOR shall default in the payment of any tax, lien, assessment or charge levied or assessed against the Mortgaged Property ; in the payment of any utility charge, whether public or private ; in the payment of insurance premiums ; 4 n f-k- rr mo i-. ,-----+- --P 4 v..,.. ..,.__,.-- -__ -- '-t- - - ---r------ - therewith, shall be secured hereby and shall be , without demand, immediately repaid by the GRANTOR to the GRANTEE with interest thereon at the rate then applicable to the unpaid balances of principal as set forth in the Note. The GRANTEE shall be the sole judge of the legality, validity and priority of any such tax, lien, assessment , charge , claim and premium; of the necessity for any such actions and of the amount necessary to be paid in satisfaction thereof. The GRANTEE 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 term, without thereby becoming liable to the GRANTOR or any person in possession holding under the GRANTOR. The term Event of Default , wherever used in this Mortgage , shall mean any one or more of the following events : (a) Failure by the GRANTOR to pay as and when due and payable any installment of principal , interest or escrow deposit ; or 1W (b) Failure by the GRANTOR to observe any other covenant , condition or agreement of this Mortgage or of the Note ; or (c) The filing by the GRANTOR of a voluntary petition in bankruptcy or the GRANTOR' S adjudication as a bankrupt or insolvent , or the filing by the GRANTOR of any petition or answer seeking or acquiescing in any reorganization, arrangement , composition, readjustment , liquidation, dissolution or similar relief for itself under any present or future federal , state or other statute , law or regulation relating to bankruptcy, insolvency or other relief for debtors , or the GRANTOR' S seeking or consenting to or acquiescence in the appointment of any trustee , receiver or liquidator of the GRANTOR or 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 , or the making of any general assignment for the benefit of creditors or the admission in writing of its inability to pay its debts generally as they become due ; or (d) The entry by a court of competent jurisdiction of any order , judgment or decree approving a petition filed against the GRANTOR 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 sixty (b0) days (whether or not consecutive) from the date of entry thereof , or the appointment of any trustee , receiver or liquidator of the GRANTnR nr of all (e) The interest of the GRANTEE in the Mortgaged Property, becoming endangered by reason of the enforcement of any prior lien or encumbrance thereon, so as to endanger the security hereby given; or If an Event of Default shall have occurred, then the entire principal amount of the indebtedness secured hereby with interest accrued thereon, and all other indebtedness secured hereby (or such parts as GRANTEE may elect) shall , at the option of the GRANTEE, become due and payable without notice or demand, time being of the essence ; and any omission on the part of the GRANTEE to exercise such option when entitled to do so shall not be considered as a waiver of such right . In such case , GRANTEE shall have the right and power to take possession of the Mortgaged Property and expel any occupant therefrom without process of law; to collect rents and profits and apply same on unpaid indebtedness ; and with or without possession to sell said land and public sale, •- to the highest bidder for cash, (or on such terms as GRANTEE might approve) , at the door of the Independence County Courthouse, Batesville , Independence County, Arkansas , public notice of the time , terms and place of sale having first been given twenty days by advertising in some newspaper published in said County, by at least three insertions , or by notices posted in five public places in the County, at which sale any of the parties hereto may bid and purchase as any third person might do ; and GRANTOR hereby authorized the said GRANTEE , as the case may be , to convey said land to anyone purchasing at said sale , and to convey an absolute title thereto, and the recitals of such. conveyance shall be taken as prima facie true. The proceeds of said sale shall be applied, first , to the payment of all costs and expenses attending said sale ; second to the payment of all indebtedness secured hereby, with interest ; and the remainder , if any, shall be paid to GRANTOR. GRANTOR hereby waives any and all rights of appraisement , sale , redemption, and homestead under the laws of the State of Arkansas , and especially under the Act approved May 8 , 1899 , and acts amendatory thereof. r 0 • The rights and remedies herein conferred upon GRANTEE in the event of default are in addition to, and not in lieu of , all other rights and remedies available to it in law or in equity. WITNESS our hands and seal this day of , 1984 . OMEGA CONTAINER BATESVILLE, INCORPORATED By: Title. ATTEST: Secretary CORPORATE ACKNOWLEDGEMENT STATE OF ARKANSAS ) ) SS. COUNTY OF ) On this day of 1984 , before me a Notary Public , the undersigned officer, personally appeared and , known personally to me to be the President and Secretary, respectively, of the above named corporation, and that they, as such officers , being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as such officer. IN WITNESS WHEREOF I have hereunto set my hand and seal . Notary Public 40 MY COMMISSION EXPIRES :