|
14. COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or tees on any insurance products, and
<br />may earn such fees on other services that 1 buy through you or your affiliate.
<br />15. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long
<br />as this Note is in effect:
<br />A. Power. I am duly organized, and validly existing and in good standing in all jurisdictions in which I operate. I have the power
<br />and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable,
<br />am qualified to do so in each jurisdiction in which I operate.
<br />B. Authority. The execution, delivery and performance of this Note and the obligation evidenced by this Note are within my
<br />powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or
<br />order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my
<br />Property is subject.
<br />C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place
<br />of business within the last 10 years and have not used any other trade or fictitious name. Without your prior written consent, I do
<br />not and will not use any other name and will preserve my existing name, trade names and franchises.
<br />16. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.
<br />A. Property Insurance. I will insure or retain insurance coverage on the Property and abide by the insurance requirements of any
<br />security instrument securing the Loan.
<br />B. Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in
<br />an updated flood plain map. If required in the future, 1 may obtain flood insurance from anyone I want that is reasonably
<br />acceptable to you.
<br />C. Insurance Warranties. I agree to purchase any insurance coverages that are required, in the amounts you require, as described
<br />in this or any other documents I sign for the Loan. I will provide you with continuing proof of coverage. I will buy or provide
<br />insurance from a firm licensed to do business in the State where the Property is located. If I buy or provide the insurance from
<br />someone other than you, the firm will be reasonably acceptable to you. I will have the insurance company name you as loss payee
<br />on any insurance policy. You will apply the insurance proceeds toward what I owe you on the outstanding balance. I agree that if
<br />the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will keep the insurance until all debts
<br />secured by this agreement are paid. If I want to buy the insurance from you, I have signed a separate statement agreeing to this
<br />purchase.
<br />17. APPLICABLE LAW. This Note is governed by the laws of Minnesota, the United States of America, and to the extent required, by
<br />the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law.
<br />18. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any
<br />other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on the Loan, or any number of us
<br />together, to collect the Loan. Extending the Loan or new obligations under the Loan, will not affect my duty under the Loan and I will
<br />still be obligated to pay the Loan. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns
<br />and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and assigns.
<br />19. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No
<br />amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other
<br />Loan Documents are the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the
<br />unenforceable provision will be severed and the remaining provisions will still be enforceable. No present or future agreement securing
<br />any other debt I owe you will secure the payment of this Loan if, with respect to this loan, you fail to fulfill any necessary
<br />requirements or limitations of Sections 19(a), 32 or 35 of Regulation Z or if, as a result, this Loan would become subject to Section
<br />670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.
<br />20. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are
<br />for convenience only and are not to be used to interpret or define the terms of this Note.
<br />21. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by
<br />delivering it or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other
<br />address designated in writing. Notice to one Borrower will be deemed to be notice to all Borrowers. 1 will inform you in writing of any
<br />change in my name, address or other application information. I will provide you any financial statement or information you request.
<br />All financial statements and information I give you will be correct and complete. I agree to sign, deliver, and file any additional
<br />documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Loan and to
<br />confirm your lien status on any Property. Time is of the essence.
<br />22. CREDIT INFORMATION. I agree to supply you with whatever information you reasonably request. You will make requests for this
<br />information without undue frequency, and will give me reasonable time in which to supply the information.
<br />23. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, if necessary, in the reasonable
<br />discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I
<br />agree to assume all costs including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing
<br />to reasonably comply with your requests within thirty (30) days.
<br />24. AGREEMENT TO ARBITRATE. You or I may submit to binding arbitration any dispute, claim or other matter in question between
<br />or among you and me that arises out of or relates to this Transaction (Dispute), except as otherwise indicated in this section or as you
<br />and 1 agree to in writing. For purposes of this section, this Transaction includes this Note and the other Loan Documents, and
<br />proposed loans or extensions of credit that relate to this Note. You or I will not arbitrate any Dispute within any "core proceedings"
<br />under the United States bankruptcy laws.
<br />You and I must consent to arbitrate any Dispute concerning a debt secured by real estate at the time of the proposed arbitration. You
<br />may foreclose or exercise any powers of sale against real property securing a debt underlying any Dispute before, during or after any
<br />arbitration. You may also enforce a debt secured by this real property and underlying the Dispute before, during or after any
<br />arbitration.
<br />You or I may, whether or not any arbitration has begun, pursue any self -help or similar remedies, including taking property or
<br />exercising other rights under the law; seek attachment, garnishment, receivership or other provisional remedies from a court having
<br />jurisdiction to preserve the rights of or to prevent irreparable injury to you or me; or foreclose against any property by any method or
<br />take legal action to recover any property. Foreclosing or exercising a power of sale, .beginning and continuing a judicial action or
<br />pursuing self -help remedies will not constitute a waiver of the right to compel arbitration.
<br />The arbitrator will determine whether a Dispute is arbitrable. A single arbitrator will resolve any Dispute, whether individual or joint in
<br />nature, or whether based on contract, tort, or any other matter at law or in equity. The arbitrator may consolidate any Dispute with
<br />any related disputes, claims or other matters in question not arising out of this Transaction. Any court having jurisdiction may enter a
<br />judgment or decree on the arbitrator's award. The judgment or decree will be enforced as any other judgment or decree.
<br />You and I acknowledge that the agreements, transactions or the relationships which result from the agreements or transactions
<br />between and among you and me involve interstate commerce. The United States Arbitration Act will govern the interpretation and
<br />enforcement of this section.
<br />19228 LLC
<br />Minnesota Promissory Note Initials
<br />MN/ 4XXag0687001 7 8 20000737601 801 1 2 1 1N Wolters Kluwer Financial Services 01996, 2011 Bankers SystemsT Page 3
<br />
|