Exhibit 10.7


 


Document prepared by and

upon recordation to be

returned to:


 


Rex A. Palmer, Esq.


Mayer Brown LLP


71 South Wacker Drive


Chicago, Illinois 60606




 


 





 


 


OPEN-END FEE AND LEASEHOLD


MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT


OF LEASES AND RENTS AND


FIXTURE FILING


 


executed on the dates set forth in the
acknowledgments hereto 

and effective as of January 15, 2009


 


From


 


5100 NEVILLE ROAD, LLC, 

a Delaware limited liability company, as Mortgagor


 


and


 


BRAD FOOTE GEAR WORKS, INC., an Illinois
corporation

formerly known as BFG Acquisition Corp., as Additional Mortgagor


 


To


 


BANK OF AMERICA, N.A., as Mortgagee


 




 





 


THIS INSTRUMENT SECURES PRESENT AND FUTURE INDEBTEDNESS, OBLIGATIONS
AND ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $72,000,000.


 


THIS INSTRUMENT IS ALSO A FINANCING STATEMENT FILED AS A FIXTURE FILING
PURSUANT TO 13 PA. C.S.A. § 9334 AND 13 PA. C.S.A. § 9501 OF THE PENNSYLVANIA
UNIFORM COMMERCIAL CODE.


 

















 


OPEN-END FEE AND LEASEHOLD

MORTGAGE, SECURITY AGREEMENT

AND FIXTURE FILING


 


OPEN-END FEE AND LEASEHOLD MORTGAGE, SECURITY
AGREEMENT AND FIXTURE FILING, executed on the dates set forth in the
acknowledgments hereto and effective as of January 15, 2009 (this “Mortgage”), made by 5100 NEVILLE ROAD, LLC, a
Delaware limited liability company (the “Mortgagor”) with an address at
1309 South Cicero Avenue, Cicero, Illinois, 60650 and BRAD FOOTE GEAR WORKS,
INC, an Illinois corporation formerly known as BFG Acquisition Corp. (the “Additional
Mortgagor”), with an address at
1309 South Cicero Avenue, Cicero, Illinois, 60650 to BANK OF AMERICA, N.A., a
national banking association with an address at One Federal Street, Boston,
Massachusetts 02110 (the “Mortgagee”).


 


Preliminary
Statement


 


BFG
Acquisition Corp. (now known as Brad Foote Gear works, Inc.) and LaSalle
Bank NI (now known as Bank of America, N.A.) entered into a Loan and Security
Agreement dated as of January 17, 1997 (as heretofor amended, as amended
by an Omnibus Amendment Agreement of even date herewith and as hereafter
amended, modified and restated from time to time, the “Loan Agreement”).  Pursuant to the Loan Agreement the Mortgagee
has agreed to loan the Additional Mortgagor and its affiliates(including the
Mortgagor) up to the aggregate amount of $36,974,322.98 pursuant to and subject
to the terms of the following promissory notes (as amended by an Omnibus
Amendment Agreement of even date herewith and as hereafter amended, modified
and restated from time to time collectively, the “Notes”):


 


1.             $7,000,000
Revolving Line of Credit Note dated December 8, 2008 from the Additional
Mortgagor to the order of Mortgagee (the “Revolving Line of Credit Note”)
due March 15, 2009.


 


2.             $11,000,000
Amended and Restated Equipment Line Note (Non-Revolving Line With Conversion)
dated November 10, 2006, from the Additional Mortgagor to the order of
Mortgagee (as modified by Note Modification Agreement dated as of December 8,
2008,  the “Equipment Loan A Note”)
which is payable in monthly principal payments of $183,333.33 plus interest
commencing May 31, 2007 with a final payment due April 30, 2012.


 


3.             $9,000,000
Equipment Line Note (Non-Revolving Line With Conversion) dated June 30,
2007, from the Additional Mortgagor to the order of Mortgagee (as modified by
Note Modification Agreement dated as of December 8, 2008, the “Equipment
Loan B Note”) with monthly principal payments of $147,958.13 plus interest
commencing July 31, 2008 with a final payment due June 30, 2013.


 


4.             $7,899,332.98
Consolidated Term Note dated February 1, 2006, from the Additional
Mortgagor to the order of Mortgagee (as modified by Note Modification Agreement
dated as of December 8, 2008, the “Term Loan Note”) with monthly
principal payments of


 

















 


$131,655.55 plus interest
commencing February 28, 2006 with a final payment due January 31,
2011.


 


5.             $2,075,000
Term Note dated January 31, 2008 from the Mortgagor and 1309 South Cicero
Avenue, LLC (collectively, the “Subsidiaries”) to the order of Mortgagee
(as modified by Note Modification Agreement dated as of December 8, 2008,
the “Subsidiary Note”) payable in monthly principal payments of
$34,583.33 plus interest with a final payment due January 31, 2013.


 


The Subsidiaries and the Additional Mortgagor heretofore or hereafter
may enter into interest rate, currency or commodity swap agreements, cap agreements
or collar agreements or other agreements or arrangements designed to protect
such Person against fluctuations in interest rates, currency exchange rates or
commodity prices with the Mortgagee or its affiliates (as hereafter amended,
modified and restated from time to time collectively, the “Hedging
Agreements”) or receive treasury or cash management services from the
Mortgagee (the “Bank Services”).


 


Pursuant to the Loan Agreement the Mortgagor has executed and delivered
to the Mortgagee a Continuing Guaranty dated as of the date hereof(the “Guaranty”)
whereby the Mortgagor guaranteed the obligations of the Additional Mortgagor
under the Loan Agreement, the Subsidiary Note, any Hedging Agreement and the
other Loan Documents or any Bank Services.


 


The Mortgagor is the record owner of the Land (defined below).


 


It is a condition, among others, to the extension by the Mortgagee of
the term of the Revolving Line of Credit Note that the Mortgagor shall have
executed and delivered this Mortgage to the Mortgagee.


 


NOW, THEREFORE, in consideration of the premises and to induce the
Mortgagee to amend the Loan Agreement and extend the term of the loan evidenced
by the Revolving Line of Credit Note, the Mortgagor hereby agrees with the
Mortgagee, as follows:


 


TO SECURE PAYMENT OF THE INDEBTEDNESS (DEFINED BELOW) INCLUDING ALL THE
AMOUNTS ADVANCED TO OR FOR THE BENEFIT OF THE MORTGAGOR UNDER THE LOAN
AGREEMENT AND THE SUBSIDIARY NOTE AND THE OBLIGATIONS OF THE MORTGAGOR UNDER
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE GUARANTY, THE SUBSIDIARY
NOTE AND THE OTHER SUBSIDIARY LOAN DOCUMENTS, ALL HEDGING AGREEMENTS AND IN
CONNECTION WITH ANY BANK SERVICES THE MORTGAGOR HEREBY MORTGAGES, GRANTS,
ASSIGNS, TRANSFERS, WARRANTS AND SETS OVER TO THE MORTGAGEE, AND GRANTS THE
MORTGAGEE A SECURITY INTEREST IN:


 


(A)          the
parcel(s) of real property described on Exhibit A
(the “Land”); all buildings,
structures, Fixtures, Equipment, and other improvements of every kind existing
at any time and from time to time on or under the Land, together with any and
all appurtenances to such buildings, structures or improvements, including
sidewalks, utility pipes, conduits and lines, parking areas and roadways, and
including all modifications, alterations, renovations,


 


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improvements and other
additions to or changes in the Improvements at any time (“Improvements”); all agreements, easements,
rights of way or use, rights of ingress or egress, privileges, appurtenances,
tenements, hereditaments and other rights and benefits at any time belonging or
pertaining to the Land or the Improvements, including, without limitation, the
use of any streets, ways, alleys, vaults or strips of land adjoining, abutting,
adjacent or contiguous to the Land and all permits, licenses and rights,
whether or not of record, appurtenant to the Land (“Appurtenant
Rights”; the Land, Improvements, Appurtenant Rights, Fixtures and
Equipment being collectively referred to as the “Property”);


 


(B)           all
the estate, right, title, claim or demand whatsoever of the Mortgagor, in
possession or expectancy, in and to the Property or any part thereof;


 


(C)           all
right, title and interest of the Mortgagor in and to all of the fixtures,
furnishings and fittings of every kind and nature whatsoever, and all
appurtenances and additions thereto and substitutions or replacements thereof
(together with, in each case, attachments, components, parts and accessories)
currently owned or subsequently acquired by the Mortgagor and now or subsequently
attached to, or contained in or used or usable in any way in connection with
any operation or letting of the Property, (all of the foregoing in this
paragraph being referred to as the “Fixtures”);


 


(D)          all
right, title and interest of the Mortgagor in and to all of the fixtures,
chattels, business machines, machinery, apparatus, equipment, furnishings,
fittings and all appurtenances and additions thereto and substitutions or
replacements thereof (together with, in each case, attachments, components,
parts and accessories) currently owned or subsequently acquired by the
Mortgagor and now or subsequently attached to, or contained in the Property,
including but without limiting the generality of the foregoing, all screens,
awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm
doors and windows, furniture and furnishings, heating, electrical, and
mechanical equipment, lighting, switchboards, plumbing, ventilating, air
conditioning and air-cooling apparatus, refrigerating, and incinerating
equipment, escalators, refrigerators, display cases, elevators, loading and
unloading equipment and systems, stoves, ranges, laundry equipment, cleaning
systems (including window cleaning apparatus), telephones, communication
systems (including satellite dishes and antennae), televisions, computers,
sprinkler systems and other fire prevention and extinguishing apparatus and
materials, security systems, motors, engines, machinery, pipes, pumps, tanks,
conduits, appliances, fittings and fixtures of every kind and description (all
of the foregoing in this paragraph
being referred to as the “Equipment”);


 


(E)           all
right, title and interest of the Mortgagor in and to all substitutes and
replacements of, and all additions and improvements to, the Improvements and
the Fixtures and Equipment, subsequently acquired by the Mortgagor or
constructed, assembled or placed by the Mortgagor on the Land, immediately upon
such acquisition, release, construction, assembling or placement, including,
without limitation, any and all building materials whether stored at the
Property or offsite, and, in each such case, without any further conveyance,
mortgage, assignment or other act by the Mortgagor;


 


(F)           all
right, title and interest of the Mortgagor in and to all unearned premiums
under insurance policies now or subsequently obtained by the Mortgagee relating
to the Property or the 


 


3

















 


Fixtures and the Mortgagor’s
interest in and to all proceeds of any such insurance policies (including title
insurance policies) including the right to collect and receive such proceeds:
and all awards and other compensation (“Condemnation Awards”), including
the interest payable thereon and the right to collect and receive the same,
made to the present or any subsequent owner of the Property for the taking by
eminent domain, condemnation or otherwise, of all or any part of the Property
or any easement or other right therein;


 


(G)           all
right, title and interest of the Mortgagor in and to all consents, licenses,
building permits, certificates of occupancy and other governmental approvals
relating to construction, completion, occupancy, use or operation of the
Property or any part thereof;


 


(H)          all
rights of the Mortgagor under all leases, licenses, occupancy agreements,
concessions or other arrangements, whether written or oral, whether now
existing or entered into at any time hereafter, whereby any Person agrees to
pay money to the Mortgagor or any consideration for the use, possession or
occupancy of, or any estate in, the Land or any part thereof, and all rents,
income, profits, benefits, avails, advantages and claims against guarantors
under any thereof (all of the foregoing is herein referred to collectively as
the “Leases”);;


 


(I)            all
rents, issues, profits, royalties, avails, income and other benefits derived by
the Mortgagor from the Land (all of the foregoing is herein collectively called
the “Rents”);


 


(J)            all
Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles,
Goods, Instruments, Inventory, Investment Property and Securities Accounts (as
each such term is defined in the Uniform Commercial Code as in effect in the
State of Illinois);


 


(K)          all
proceeds, both cash and noncash, of the foregoing; and


 


(All of the foregoing property and rights and interests now owned or
held or subsequently acquired by the Mortgagor and described in the foregoing
clauses (A) through (I) are collectively referred to as the “Mortgaged Property”); provided, however,
that notwithstanding anything hereinabove to the contrary the maximum principal
amount of the Indebtedness secured hereby at any one time shall not exceed
$72,000,000, plus all costs of enforcement and collection of this Mortgage, the
Guaranty, the Subsidiary Note, the Loan Agreement and the other Loan Documents,
plus the total amount of any advances made pursuant to the Loan Documents to
protect the collateral and the security interest and lien created hereby;
together with interest on all of the foregoing as provided in the Loan Documents.


 


TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby granted unto the Mortgagee, its successors and assigns for
the uses and purposes set forth, until all amounts owed by and obligations of
the Mortgagor to the Mortgagee under the Loan Agreement, the Subsidiary Note,
the Guaranty, the other Loan Documents, the other Subsidiary Loan Documents and
any Hedging Agreements or in connection with any Bank Services (collectively,
the “Indebtedness”) are paid.


 


1.             Definitions. 
Capitalized terms used but not otherwise defined in this Mortgage shall
have the respective meanings specified in the Loan Agreement .


 


4

















 


2.             Payment of Indebtedness.  The Mortgagor shall pay the Indebtedness in accordance
with the terms of the Loan Agreement, the Guaranty, the Subsidiary Note and
each Hedging Agreement and perform each term to be performed by it under the
Loan Agreement, the Guaranty, the Subsidiary Note, each Hedging Agreement and
the other Loan Documents and Subsidiary Loan Documents.


 


3.             Insurance. 
The Mortgagor will at all times maintain or cause to be maintained on
the Improvements and on all other Mortgaged Property, all casualty insurance
required at any time or from time to time by the Loan Agreement.  At the request of the Mortgagee, Mortgagor
shall deliver to and keep deposited with the Mortgagee original certificates
and copies of all such policies of casualty insurance maintained on the
Mortgaged Property and renewals thereof, with premiums prepaid, and with
standard non-contributory mortgagee and loss payable clauses satisfactory to
the Mortgagee, and clauses providing for not less than 10 days’ prior written
notice to the Mortgagee of cancellation of such policies attached thereto in favor
of the Mortgagee, its successors and assigns. 
While no Event of Default has occurred and is continuing any loss paid
to the Mortgagee or Mortgagor under any such policies may be applied by the
Mortgagor to rebuild or repair the damaged or destroyed Improvements or other
Mortgaged Property.  The Mortgagor
further agrees that, upon the occurrence and during the continuance of an Event
of Default, any loss paid to the Mortgagee or Mortgagor under any of such policies
shall be applied, at the option of the Mortgagee, toward pre-payment of the
Indebtedness as provided in the Loan Agreement, or to the rebuilding or
repairing of the damaged or destroyed Improvements or other Mortgaged Property,
as the Mortgagee in its sole and unreviewable discretion may elect. The
Mortgagor hereby empowers the Mortgagee, in its reasonably exercised
discretion, upon the occurrence and during the continuance of an Event of
Default, to settle, compromise and adjust any and all claims or rights under
any insurance policy maintained by the Mortgagor relating to the Mortgaged
Property.  At all times other than during
the continuance of an Event of Default, the Mortgagor shall have the exclusive
right to settle, compromise, and adjust any and all claims, rights, or proceeds
under any insurance policy maintained by the Mortgagor relating to the
Mortgaged Property.  In the event of
foreclosure of this Mortgage or other transfer of title to the Land in
extinguishment of the indebtedness secured hereby, all right, title and
interest of the Mortgagor in and to any insurance policies then in force shall
pass to the purchaser or grantee. 
Nothing contained in this Mortgage shall create any responsibility or
obligation on the Mortgagee to collect any amounts owing on any insurance
policy or resulting from any condemnation, to rebuild or replace any damaged or
destroyed Improvements or other Mortgaged Property or to perform any other act
hereunder.  The Mortgagee shall not by
the fact of approving, disapproving, accepting, preventing, obtaining or
failing to obtain any insurance, incur any liability for or with respect to the
amount of insurance carried, the form or legal sufficiency of insurance
contracts, solvency of insurance companies, or payment or defense of lawsuits,
and the Mortgagor hereby expressly assumes full responsibility therefor and all
liability, if any, with respect thereto.


 


4.             Eminent
Domain.  In case the Mortgaged
Property, or any part or interest in any thereof, is taken by condemnation,
then upon the occurrence and during the continuance of an Event of Default, the
Mortgagee is empowered to collect and receive all Condemnation Awards which may
be paid for any property taken or for damages to any property not taken (all of
which the Mortgagor hereby assigns to the Mortgagee), and all Condemnation
Awards so received shall be forthwith applied by the Mortgagee, as it may elect
in its sole and unreviewable discretion, to 


 


5

















 


the prepayment of the
Indebtedness, or to the repair and restoration of any property not so taken or
damaged; provided, however, as long as no Event of Default has
occurred and is continuing that any Condemnation Awards payable by reason of
the taking of less than all of the Mortgaged Property shall be made available
to the extent required, as determined by the Mortgagee in its reasonable
discretion, for the repair or restoration of any Mortgaged Property not so
taken.  The Mortgagor hereby empowers the
Mortgagee, in the Mortgagee’s reasonably exercised discretion, upon the
occurrence and during the continuance of an Event of Default to settle,
compromise and adjust any and all claims or rights arising under any
condemnation or eminent domain proceeding relating to the Mortgaged Property or
any portion thereof.  At all times other
than during the continuance of an Event of Default, the Mortgagor shall have
the exclusive right to settle, compromise, and adjust any and all claims,
rights, or proceeds under any insurance policy maintained by the Mortgagor
relating to the Mortgaged Property.


 


5.             Assignment
of Leases and Rent. All of the Mortgagor’s interest in
and rights under the Leases now existing or hereafter entered into, and all of
the Rents, whether now due, past due, or to become due, and including all
prepaid rents and security deposits, and all other amounts due with respect to
any of the other Mortgaged Property, are hereby absolutely, presently and
unconditionally assigned and conveyed to the Mortgagee to be applied by the
Mortgagee in payment of all sums due with respect to, the Indebtedness and all
other sums payable under this Mortgage. 
At all times other than during the continuance of any Event of Default,
the Mortgagor shall have a license to collect and receive all Rents and other
amounts, which license shall be terminated at the sole option of the Mortgagee,
without regard to the adequacy of its security hereunder and without notice to
or demand upon the Mortgagor, upon the occurrence and during the continuance of
any Default.  It is understood and agreed
that neither the foregoing assignment to the Mortgagee nor the exercise by the
Mortgagee of any of its rights or remedies under Section 7
hereof shall be deemed to make the Mortgagee a “mortgagee-in-possession” or
otherwise responsible or liable in any manner with respect to the Mortgaged
Property or the use, occupancy, enjoyment or any portion thereof, unless and
until the Mortgagee, in person or by agent, assumes actual possession
thereof.  Nor shall appointment of a
receiver for the Mortgaged Property by any court at the request of the
Mortgagee or by agreement with the Mortgagor, or the entering into possession
of any part of the Mortgaged Property by such receiver, be deemed to make the
Mortgagee a mortgagee-in-possession or otherwise responsible or liable in any
manner with respect to the Mortgaged Property or the use, occupancy, enjoyment
or operation of all or any portion thereof. 
Upon the occurrence and during the continuance of any Event of Default,
this shall constitute a direction to and full authority to each lessee under
any Leases, each guarantor of any of the Leases and any other Person obligated
under any of the Mortgaged Property to pay all Rents and other amounts owing to
the Mortgagor with respect to the Mortgaged Property to the Mortgagee without
proof of the Event of Default relied upon. 
The Mortgagor hereby irrevocably authorizes each such Person to rely
upon and comply with any notice or demand by the Mortgagee for the payment to
the Mortgagee of any Rents and other amounts due or to become due to the
Mortgagor with respect to the Mortgaged Property.


 


6.             Other Covenants.  At any time and from time to time, upon the
written request of the Mortgagee, and at the sole expense of the Mortgagor, the
Mortgagor will promptly and duly execute and deliver such further instruments
and documents (which instruments and documents shall be in form and substance
reasonably acceptable to Mortgagor) and take such further actions 


 


6

















 


as the Mortgagee reasonably may
request for the purposes of obtaining or preserving the full benefits of this
Mortgage and of the rights and powers granted by this Mortgage.


 


7.             Default: Remedies. (a) If an Event of
Default has occurred and is continuing, the Mortgagee may, either in person or
by an agent or court-appointed receiver, and without regard to the adequacy of
its security:


 


(i)            commence an action
to foreclose this Mortgage or specifically enforce any of the covenants hereof;


 


(ii)           enter upon and take
possession of the Mortgaged Property or any part thereof and do any acts which
it deems necessary or desirable in its reasonably exercised discretion
(including without limitation the construction of improvements and the making
of alterations) to preserve the value, marketability or rentability of the
Mortgaged Property or any part thereof or interest therein, increase the income
therefrom or protect the lien and security hereof;


 


(iii)          with or without
entering upon and taking possession of the Mortgaged Property (A) direct,
or cause the Mortgagor to direct, all tenants or other obligors under all
leases to pay all rents directly to the Mortgagee, (B) collect all rents
as the same become due and payable, (C) take such action as the Mortgagee
shall deem necessary or desirable in order to enforce the provisions of any
lease and (D) amend, modify, extend, enter into or terminate any lease or
waive performance by any tenant or other obligor thereunder of any provision
thereof, in the name of the Mortgagor or otherwise;


 


(iv)          bring an appropriate
action from time to time to recover any sums required to be paid by the
Mortgagor under the terms of this Mortgage as they become due, without regard
to whether or not any other sums secured by this Mortgage shall be due, and
without prejudice to the right of the Mortgagee thereafter to bring an action
of mortgage foreclosure, or any other action, for any Event of Default existing
at the time the earlier action was commenced; or


 


(v)           exercise any other
remedy available to it hereunder, at law or in equity.


 


(b)           If
an Event of Default shall have occurred and be continuing, the Mortgagee, as a
matter of right and without notice to the Mortgagor, shall have the right to
apply to any court having jurisdiction to appoint a receiver or receivers of
the Mortgaged Property, and the Mortgagor hereby irrevocably consents to any
such appointment.  Any such receiver(s) shall
have all of the usual powers and duties of receivers in like or similar cases
and all of the powers and duties of the Mortgagee in case of entry as provided
in Section 7(a)(ii), and shall continue as such and exercise such powers
until the date of confirmation of the sale of the Mortgaged Property unless
such receivership is sooner terminated.


 


(c)           WHEN
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING: FOR THE PURPOSE OF
OBTAINING POSSESSION OF THE MORTGAGED PROPERTY, THE MORTGAGOR AND ADDITIONAL
MORTGAGOR EACH HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY,
PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF 


 


7

















 


PENNSYLVANIA
OR ELSEWHERE, AS ATTORNEY FOR THE MORTGAGOR AND ADDITIONAL MORTGAGOR AND ALL
PERSONS CLAIMING UNDER OR THROUGH THE MORTGAGOR AND ADDITIONAL MORTGAGOR, AS OF
ANY TERM OR TIME, TO COMMENCE AN ACTION IN EJECTMENT FOR POSSESSION OF THE
MORTGAGED PROPERTY AND TO APPEAR IN SUCH COURT FOR AND TO CONFESS JUDGMENT
AGAINST THE MORTGAGOR AND ADDITIONAL MORTGAGOR, AND AGAINST ALL PERSONS
CLAIMING UNDER OR THROUGH THE MORTGAGOR AND ADDITIONAL MORTGAGOR, IN FAVOR OF
THE MORTGAGEE, FOR RECOVERY BY THE 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 BE ISSUED FOR
POSSESSION OF THE MORTGAGED PROPERTY, WITHOUT ANY PRIOR WRIT OR PROCEEDING
WHATSOEVER, AND WITHOUT ANY STAY OF EXECUTION. 
THE MORTGAGOR AND ADDITIONAL MORTGAGOR EACH HEREBY IRREVOCABLY WAIVES
AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND IN THE ENTRY OF ANY JUDGMENT
RESULTING THEREFROM, STAY OF EXECUTION, THE RIGHT OF INQUISITION AND EXTENSION
OF TIME OF PAYMENT.  IF FOR ANY REASON
AFTER SUCH ACTION HAS BEEN COMMENCED IT SHALL BE DISCONTINUED, OR POSSESSION OF
THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE RESTORED TO THE MORTGAGOR, THE
MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT OR ANY SUBSEQUENT
EVENT OF DEFAULT TO BRING ONE OR MORE FURTHER ACTIONS AS ABOVE PROVIDED TO
RECOVER POSSESSION OF THE MORTGAGED PROPERTY. 
THE MORTGAGEE MAY BRING AN ACTION IN EJECTMENT AND CONFESS JUDGMENT
THEREIN BEFORE OR AFTER THE INSTITUTION OF PROCEEDINGS TO FORECLOSE THIS
MORTGAGE, OR AFTER ENTRY OF JUDGMENT THEREIN, OR AFTER SHERIFF SALE OF THE
MORTGAGED PROPERTY IN WHICH THE MORTGAGEE IS THE SUCCESSFUL BIDDER.  THE AUTHORIZATION TO PURSUE SUCH PROCEEDINGS
FOR OBTAINING POSSESSION AND TO CONFESS JUDGMENT THEREIN IS AN ESSENTIAL PART OF
THE REMEDIES FOR ENFORCEMENT OF THIS MORTGAGE AND SHALL SURVIVE ANY EXECUTION
SALE TO THE MORTGAGEE.


 


THE MORTGAGOR AND ADDITIONAL MORTGAGOR EACH EXPRESSLY ACKNOWLEDGES THAT
THIS IS A COMMERCIAL TRANSACTION, THAT THE FOREGOING PROVISION FOR CONFESSION
OF JUDGMENT HAS BEEN READ, UNDERSTOOD AND VOLUNTARILY AGREED TO BY THE
MORTGAGOR AND ADDITIONAL MORTGAGOR AND THAT BY AGREEING TO SUCH PROVISION THE
MORTGAGOR AND ADDITIONAL MORTGAGOR EACH IS WAIVING IMPORTANT LEGAL RIGHTS,
INCLUDING ANY RIGHT TO NOTICE OR A HEARING WHICH MIGHT OTHERWISE BE REQUIRED
BEFORE ENTRY OF JUDGMENT HEREUNDER.


 


	
   

  	
  Mortgagor’s Initials:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Additional Mortgagor’s Initials:

  
	
   

  	
   

  
	
   

  	
   

  



 
















 


(d)           The proceeds of any
sale of any of the Mortgaged Property shall be applied pursuant to the Loan
Agreement.


 


(e)           The Mortgagor hereby
waives the benefit of all appraisement, valuation, stay, extension,
reinstatement and redemption laws now or hereafter in force and all rights of
marshaling in the event of any sale of the Mortgaged Property or any interest
therein.


 


8.             Remedies Not Exclusive.  The Mortgagee shall be entitled to enforce
payment of the indebtedness and performance of the Indebtedness and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness may now or hereafter be
otherwise secured, whether by deed of trust, deed to secure debt, mortgage,
security agreement, pledge, lien, assignment or otherwise.  Neither the acceptance of this Mortgage nor
its enforcement, shall prejudice or in any manner affect the Mortgagee’s right
to realize upon or enforce any other security now or hereafter held by the
Mortgagee, it being agreed that the Mortgagee shall be entitled to enforce this
Mortgage and any other security now or hereafter held by the Mortgagee in such
order and manner as the Mortgagee may determine in its absolute
discretion.  No remedy herein conferred
upon or reserved to the Mortgagee is intended to be exclusive of any other
remedy herein or by law provided or permitted, but each shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. 
Every power or remedy given by any of the Loan Documents to the
Mortgagee or to which they may otherwise be entitled, may be exercised, concurrently
or independently, from time to time and as often as may be deemed expedient by
the Mortgagee.  In no event shall the
Mortgagee, in the exercise of the remedies provided in this Mortgage
(including, without limitation, in connection with the assignment of Rents to
the Mortgagee, or the appointment of a receiver and the entry of such receiver
on to all or any part of the Mortgaged Property), be deemed a “mortgagee in
possession,” and the Mortgagee shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.


 


9.             Performance by the Mortgagee of the Mortgagor’s
Indebtedness.  If the
Mortgagor fails to perform or comply with any of its agreements contained
herein the Mortgagee, at its option, but without any obligation so to do,
during the continuance of an Event of Default may perform or comply, or
otherwise cause performance or compliance, with such agreement.  The 
reasonable expenses of the Mortgagee incurred in connection with actions
undertaken as provided in this Section, together with interest thereon at a
rate per annum equal to the rate payable under the Subsidiary Note after the
occurrence of an Event of Default (the “Default Rate”), from the date of
payment by the Mortgagee, as applicable, to the date reimbursed by the
Mortgagor, shall be payable by the Mortgagor to the Mortgagee on demand.


 


10.           Duty of the Mortgagee.  The Mortgagee’s sole duty with respect to the
custody, safekeeping and physical preservation of any Mortgaged Property in its
possession, under the Uniform Commercial Code or otherwise, shall be to deal
with it in the same manner as the Mortgagee deals with similar property for its
own account.  Neither the Mortgagee nor
any of their respective directors, officers, employees or agents shall be
liable for failure to demand, 


 


2

















 


collect or realize upon any of the Mortgaged Property
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Mortgaged Property upon the request of the Mortgagor
or any other Person or to take any other action whatsoever with regard to the
Mortgaged Property or any part thereof.


 


11.           Powers Coupled with an Interest.  All powers, authorizations and agencies
contained in this Mortgage are coupled with an interest and are irrevocable
until the earlier of the date (a) this Mortgage is terminated and the lien
created hereby is released and (b) the Indebtedness has been repaid in
full and the Mortgagee has no further obligation to make any advances , or
extend any credit hereunder or under any Loan Documents.


 


12.           Filing of Financing Statements.  The Mortgagor authorizes the Mortgagee to
file financing statements with respect to the Mortgaged Property without the
signature of the Mortgagor in such form and in such filing offices as the
Mortgagee reasonably determines appropriate to perfect the security interests
of the Mortgagee under this Mortgage.  A
carbon, photographic or other reproduction of this Mortgage shall be sufficient
as a financing statement for filing in any jurisdiction.


 


13.           Security Agreement under Uniform Commercial Code.  (a) It
is the intention of the parties hereto that this Mortgage shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code of the
State in which the Mortgaged Property is located (the “Uniform Commercial Code”).  If an Event of Default shall occur, then in
addition to having any other right or remedy available at law or in equity, the
Mortgagee shall have the option of either (i) proceeding under the Uniform
Commercial Code and exercising such rights and remedies as may be provided to a
secured party by the Uniform Commercial Code with respect to all or any portion
of the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating
such property as real property and proceeding with respect to both the real and
personal property constituting the Mortgaged Property in accordance with the
Mortgagee’s rights, powers and remedies with respect to the real property (in
which event the default provisions of the Uniform Commercial Code shall not
apply).  If the Mortgagee, shall elect to
proceed under the Uniform Commercial Code, then fifteen days’ notice of sale of
the personal property shall be deemed reasonable notice and the reasonable
expenses of retaking, holding, preparing for sale, selling and the like
incurred by the Mortgagee shall include, but not be limited to, attorneys’ fees
and legal expenses.  At the Mortgagee’s
request, the Mortgagor shall assemble the personal property and make it
available to the Mortgagee at a place designated by the Mortgagee which is
reasonably convenient to both parties.


 


(b) The Mortgagor, the Additional Mortgagor and
the Mortgagee agree, to the extent permitted by law, that this Mortgage upon
recording or registration in the real estate records of the proper office shall
constitute a financing statement filed as a “fixture filing” within the meaning
of the Uniform Commercial Code.


 


14.           Amendments in Writing; No Waiver; Cumulative Remedies.  (a) None
of the terms or provisions of this Mortgage may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Mortgagor and the Mortgagee in accordance with the terms of the Loan
Agreement.


 


3

















 


(b) No failure to exercise, nor any delay in
exercising, on the part of the Mortgagee, any right, power or privilege
hereunder shall operate as a waiver thereof. 
No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  A
waiver by the Mortgagee of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Mortgagee
would otherwise have on any future occasion.


 


(c) The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.


 


15.           Successors and Assigns.  This Mortgage shall run with the land and be
binding upon the successors and assigns of the Mortgagor and shall inure to the
benefit of the Mortgagee, the Lenders and their respective successors and
assigns.


 


16.           Mortgagor’s Waiver of Rights. THE MORTGAGOR
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS MORTGAGE IS A PART IS A
TRANSACTION WHICH DOES NOT INCLUDE EITHER AGRICULTURAL REAL ESTATE, OR
RESIDENTIAL REAL ESTATE EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE MORTGAGOR WAIVES THE BENEFIT OF ALL LAWS NOW
EXISTING OR THAT MAY SUBSEQUENTLY BE ENACTED PROVIDING FOR (I) ANY
APPRAISEMENT BEFORE SALE OF ANY PORTION OF THE MORTGAGED PROPERTY, (II) ANY
EXTENSION OF THE TIME FOR THE ENFORCEMENT OF THE COLLECTION OF THE INDEBTEDNESS
OR THE CREATION OR EXTENSION OF A PERIOD OF REDEMPTION FROM ANY SALE MADE IN
COLLECTING SUCH DEBT AND (III) EXEMPTION OF THE MORTGAGED PROPERTY FROM
ATTACHMENT, LEVY OR SALE UNDER EXECUTION OR EXEMPTION FROM CIVIL PROCESS.  EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE
FULL EXTENT THE MORTGAGOR MAY DO SO, THE MORTGAGOR AGREES THAT THE
MORTGAGOR WILL NOT AT ANY TIME INSIST UPON, PLEAD, CLAIM OR TAKE THE BENEFIT OR
ADVANTAGE OF ANY LAW NOW OR HEREAFTER IN FORCE PROVIDING FOR ANY APPRAISEMENT,
VALUATION, STAY, EXEMPTION, EXTENSION, REINSTATEMENT OR REDEMPTION, OR
REQUIRING FORECLOSURE OF THIS MORTGAGE BEFORE EXERCISING ANY OTHER REMEDY
GRANTED HEREUNDER AND THE MORTGAGOR, FOR THE MORTGAGOR AND ITS SUCCESSORS AND
ASSIGNS, AND FOR ANY AND ALL PERSONS EVER CLAIMING ANY INTEREST IN THE
MORTGAGED PROPERTY, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES AND RELEASES
ALL RIGHTS OF REINSTATEMENT, REDEMPTION, VALUATION, APPRAISEMENT STAY OF
EXECUTION, NOTICE OF ELECTION TO MATURE OR DECLARE DUE THE WHOLE OF THE SECURED
INDEBTEDNESS AND MARSHALLING IN THE EVENT OF FORECLOSURE OF THE LIENS HEREBY
CREATED.


 


17.           Partial Release; Full Release.  The Mortgagee may release, for such
consideration or none, as it may require, any portion of the Mortgaged Property
without, as to the remainder of the Mortgaged Property, in any way impairing or
affecting the lien, security interest and priority herein provided for the
Mortgagee compared to any other lien holder or secured party. Upon full payment
of all the Indebtedness and of all amounts owed by the Additional Mortgagor
under the 


 


4

















 


Loan Documents all in accordance with their respective
terms and at the time and in the manner provided, and when the Mortgagee has no
further obligation to make any advance, or extend any credit hereunder or under
any Loan Documents, this conveyance shall be null and void, and thereafter,
upon demand therefor, an appropriate instrument of reconveyance or release
shall promptly be made by the Mortgagee to the Mortgagor, at the expense of the
Mortgagor.


 


18.           Notices. 
Each notice, demand or other communication in connection with this
Mortgage shall be in writing and shall be given as provided in the Loan
Agreement for notices required by the Loan Agreement except that notices to the
Mortgagor shall be addressed to 5100 Neville Road, LLC, c/o Brad Foote Gear
Works, Inc. at the address for notices to the Additional Mortgagor in the
Loan Agreement.


 


19.           Successors; The Mortgagor; Gender.  All provisions hereof shall bind the
Mortgagor and the Mortgagee and their respective permitted successors, vendees
and assigns and shall inure to the benefit of the Mortgagee, its permitted
successors and assigns, and the Mortgagor and its permitted successors and
assigns.  The Mortgagor shall not have
any right to assign any of its rights hereunder.  Except as limited by the preceding sentence,
the word “Mortgagor” shall include all Persons claiming under or through the
Mortgagor and all Persons liable for the payment or performance by the
Mortgagor of any of the Indebtedness whether or not such Persons shall have
executed the Loan Agreement or this Mortgage. 
Wherever used, the singular number shall include the plural, the plural
the singular, and the use of any gender shall be applicable to all genders.


 


20.           Care by the Mortgagee.  The Mortgagee shall be deemed to have
exercised reasonable care in the custody and preservation of any of the Mortgaged
Property assigned by the Mortgagor to the Mortgagee or in the Mortgagee’s
possession if it takes such action for that purpose as the Mortgagor requests
in writing, but failure of the Mortgagee to comply with any such request shall
not be deemed to be (or to be evidence of) a failure to exercise reasonable
care, and no failure of the Mortgagee to preserve or protect any rights with
respect to such Mortgaged Property against prior parties, or to do any act with
respect to the preservation of such Mortgaged Property not so requested by the
Mortgagor, shall be deemed a failure to exercise reasonable care in the custody
or preservation of such Mortgaged Property.


 


21.           No Obligation on Mortgagee.  This Mortgage is intended only as security
for the Indebtedness.  Anything herein to
the contrary notwithstanding (i) the Mortgagor shall be and remain liable
under and with respect to the Mortgaged Property to perform all of the
obligations assumed by it under or with respect to each thereof, (ii) the
Mortgagee shall have no obligation or liability under or with respect to the
Mortgaged Property by reason or arising out of this Mortgage prior to a
foreclosure or other sale of the Mortgaged Property pursuant to the terms
hereof and (iii) the Mortgagee shall not be required or obligated in any
manner to perform or fulfill any of the obligations of the Mortgagor under,
pursuant to or with respect to any of the Mortgaged Property prior to a
foreclosure or other sale of the Mortgaged Property pursuant to the terms
hereof.


 


22.           Governing Law, Submission to
Jurisdiction.  This Mortgage shall be
governed by the laws of the state where the Land are located.  Whenever possible, each provision of this
Mortgage shall be interpreted in such manner as to be effective and valid under
applicable law, 


 


5

















 


but if any provision of this Mortgage shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Mortgage.


 


23.           JURY TRIAL.  THE MORTGAGOR AND MORTGAGEE HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
MORTGAGE, THE LOAN AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY


 


24.           No Merger.  It being the desire and intention of the
parties hereto that this Mortgage and the lien hereof do not merge in fee
simple title to the Land, it is hereby understood and agreed that should the
Mortgagee acquire an additional or other interests in or to the Land or the
ownership thereof, then, unless a contrary intent is manifested by the
Mortgagee as evidenced by an express statement to that effect in an appropriate
document duly recorded, this Mortgage and the lien hereof shall not merge in
the fee simple title, toward the end that this Mortgage may be foreclosed as if
owned by a stranger to the fee simple title.


 


25.           Open-End
Mortgage.  This Mortgage is an
Open-End Mortgage as defined in 42 Pa. C.S.A. § 8143(f) and, as such, is
entitled to the benefits of Senate Bill 693, 1989 session of the General
Assembly of Pennsylvania (the “Act”) as codified at 42 Pa. C.S.A. §8143 et
seq.  The parties to this Mortgage
intend that, in addition to any other debt or obligations secured hereby, this
Mortgage shall secure unpaid balances of advances made pursuant to the Loan
Agreement after this Mortgage is left for record with the Recorder’s Office of
the County where the Mortgaged Property is located, whether such advances are
made pursuant to an obligation of the Agent, the Lenders or otherwise.  The maximum amount of unpaid indebtedness
secured by this Mortgage is $72,000,000, which indebtedness may consist of
present and future loans made under the Loan Agreement, interest thereon, fees
payable pursuant thereto, advances made with respect to the Mortgaged Property
for the payment of, among other things, taxes, assessments, maintenance
charges, insurance premiums and the like, and costs and expenses, including but
not limited to attorney’s fees, incurred for the protection of the Mortgaged
Property or the lien and security of this Mortgage or by reason of an Event of
Default.


 


26.           Joinder and Subordination by
Additional Mortgagor. The Additional Mortgagor leases the Land and
Improvements from the Mortgagor ( as successor to BFG Pittsburgh LLC which was
the original landlord) pursuant to a Lease Agreement (the “Facility
Lease”), dated as of August 22, 2007. The Additional
Mortgagor hereby joins in the execution and delivery of this Mortgage and
hereby grants, bargains, sells, mortgages, pledges and assigns unto Mortgagee
and grants a security interest in all of Additional Mortgagor’s right, title
and interest in and to the Facility Lease and the Land, the Improvements and
the rest of the Mortgaged Property as security for the obligations of the
Additional Mortgagor to the Mortgagee under the Loan Agreement and the Notes.  The Additional Mortgagor joins in and makes
on its own behalf for the benefit of the Mortgagee each of the agreements of
the Mortgagor set forth herein with respect to the Mortgaged Property.  The Additional Mortgagor hereby subordinates
the Facility Lease and the leasehold estate created by the Facility Lease in
the Mortgaged Property to the lien of this Mortgage.


 


6

















 


IN WITNESS WHEREOF, the undersigned have caused this Mortgage to be
duly executed and delivered as of the date first above written.


 


	
   

  	
  5100 NEVILLE ROAD, LLC,
  a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph Placzek

  
	
   

  	
  Name: Ralph Placzek

  
	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRAD FOOTE GEAR WORKS,
  INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph Placzek

  
	
   

  	
  Name: Ralph Placzek

  
	
   

  	
  Title: Vice President –
  Finance and Treasurer

  



 


S-1

















 


Exhibit A


 


Legal Description
of the Land


 


All that certain piece or parcel of ground
situate in the Township of Neville, County of Allegheny, and Commonwealth of
Pennsylvania, being bounded and described as follows:


 


Beginning at a monument on the southerly line
of the right of way of the Pittsburgh, Chartiers and Youghiogheny Railway
Company, 66 feet wide, at its intersection with the dividing line between Lot No. 29
and the westerly side of a 30 foot street as shown on the R. A. Phillips Ohio
River Back Channel Plan of Lots as recorded in the Recorder of Deeds Office of
Allegheny County in Special Plan Book of the Back Channel of the Ohio River,
said point of beginning also being on the easterly line of land now or formerly
of the Pittsburgh Screw and Bolt Company, formerly of the Graham Bolt and Nut
Company as conveyed by deed recorded in Deed Book Volume 2387, page 253;
thence by the southerly line of the aforesaid Pittsburgh, Chartiers &
Youghiogheny Railway Company, being 36 feet from the parallel to the center
line of the Right of Way, South 70° 09’ 22” East, a distance of 916.90 feet to
a point on line of land now or formerly of the Dravo Corporation, said point
also being the northwest corner of easement described in deed recorded in Deed
Book Volume 2830, page 423; thence by the westerly line of the said Dravo
Corporation South 9° 25’ 38” West, a distance of 286.15 feet to a point on the
former U.S. Harbor line of the Ohio River Back Channel; thence by the said
former U.S. Harbor line North 67° 18’ 46.7” West, a distance of 926.49 feet to
a point on the aforesaid easterly line of land now or formerly of the Pittsburgh
Screw & Bolt Company; thence by said line North 9° 25’ 38” East, a
distance of 239.42 feet to a point at the place of beginning.


 


Together with an easement for ingress and
egress as created by deed from Dravo Corporation, a Pennsylvania corporation,
to William P. Witherow, dated March 23, 1945 and recorded April 2,
1945 in Deed Book Volume 2830, page 423, over the following property:


 


Beginning at a point on the southerly right
of way line of the Pittsburgh, Chartiers and Youghiogheny Railway Company, 66
feet wide, at its intersection with land now or formerly of the Lemont Realty
Company as described in deed recorded in the Recorder of Deeds Office of
Allegheny County, Pennsylvania in Deed Book Volume 3454, page 93, said
point of beginning also being South 70° 09’ 22” East, a distance of 916.90 feet
along the southerly side of the aforesaid right of way 36 feet and parallel to
the center line, from its intersection with the westerly line of a 30 foot
street between Lots 29 and 53 in the R. A. Phillips Ohio River Back Channel
Plan of Lots as recorded in the Special Plan Book of the Back Channel of the
Ohio River; said point of beginning also being the point of beginning of the
description of easement of right of way for ingress, egress and regress as recorded
in Deed Book Volume 2830, page 423; thence by the southerly line of the
Pittsburgh, Chartiers and Youghiogheny Railway Company 36 feet from and
parallel to the center line, South 70° 09’ 22” East, a distance of 61.30 feet
to a point; thence through lands now or formerly of the Dravo Corporation South
40° 26’ 38” West, a distance of 32.05 feet to a point; thence by the same North
70° 09’ 22” West, a distance of 44.51 feet to a point on line of land of the
aforesaid Lemont Realty Company; thence by the said line North 9° 25’ 38” East,
a distance of 30.50 feet to a point of beginning.


 


Together with an easement for crossing as
reserved in deed from William D. O’Neil to Pittsburgh, Chartiers and
Youghiogheny Railway Company dated November 6, 1900 and recorded in Deed
Book Volume 1102, page 201 over the following described property:


 

















 


Beginning at a point on the southerly side of
the right of way of the Pittsburgh, Chartiers and Youghiogheny Railway Company
66 feet wide, at the northeasterly corner of the easement for passage across
land now or formerly of Dravo Corporation; described in deed recorded in the
Recorder of Deeds Office of Allegheny County, Pennsylvania in Deed Book Volume
2830, page 423; thence by the aforesaid southerly side of the said right of
way, 36 feet from a parallel to the center line North 70° 09’ 22” West, a
distance of 21.37 feet to a point; thence crossing the aforesaid right of way,
North 40° 26’ 38” East, a distance of 70.51 feet to a point on the southerly
line of Neville Street, 40 feet wide, said line also being the northerly line
of the aforesaid right of way of the Pittsburgh, Chartiers and Youghiogheny
Railway Company; thence by said line South 70° 09’ 22” East, a distance of
21.37 feet to a point; thence crossing the aforesaid right of way in a
southwesterly direction South 40° 26’ 38” West, a distance of 70.51 feet more
or less to the point of beginning.


 


Being designated as Block 211-A, Lot No. 25
in the Deed Registry Office of Allegheny County.


 


Being the same property as was conveyed by
deed of Lemont Realty Company dated June 16, 1966 and recorded in the
Recorder’s Office of Allegheny County, Pennsylvania in Deed Book Volume 4253, page 336
unto Herman Sommers (25%); Mary Sommers (25%); Vivian Cohn (12.50%); Nathan
Cohn (12.50%); Richard Gillespie (12.50%) and Meryle Gillespie (12.50%).


 


Parcel I.D. No. 0211-A-00025-0000-00.