- 1 - CREDIT AGREEMENT This CREDIT AGREEMENT is entered into this ______ day of
__________________ 20__ by and between the _____________, hereinafter "Bank"),
_____________________ and ______________ hereinafter "Borrower"), _____________.WHEREAS, Borrower in the regular course of its business extends assistance to various
insurance agents and agencies by extending credit on the basis of Premium Finance Notes
(hereinafter "Premium Finance Notes") to the insurance clients (hereinafter "Named Insureds")
of the agents or agencies to finance the balance of the insurance premium owed by the Named
Insured in payment of the premium on insurance policies issued to the Named Insureds after the
application of any required down payment; andWHEREAS, Borrower has applied to Bank for a Line of Credit to enable Borrower to
finance the aforesaid Premium Finance Notes for the Named Insureds and as an accommodation
to the aforesaid agents or agencies;NOW, THEREFORE, the Bank and the Borrower do hereby agree as follows:1. THE LOAN 1.1.The Line of Credit. The Bank agrees to extend, subject to the conditions hereof,
and Borrower agrees to take, a revolving Line of Credit (hereinafter "Line of Credit") totaling in
the aggregate at any one time outstanding of no more than TWO HUNDRED FIFTY THOUSAND AND NO/1OO DOLLARS ($250,000.00). 1.2.The Note. Borrower shall execute a promissory note in favor of the Bank in a
form substantially similar to that completed promissory note attached hereto as Exhibit A, the
terms and conditions of which are incorporated herein by reference (hereinafter, "the Note").1.3. Draws. It is contemplated that Borrower will borrow, repay and re-borrow under
the Line of Credit from time to time until the Line of Credit is terminated as hereinafter
provided. Such borrowings, however, shall never exceed in the aggregate at any one time
outstanding the dollar amount of the Line of Credit specified in Section 1.1 above. 1.4.The Terms of the Line of Credit. The aforesaid Line of Credit shall be for a term
of one (1) year from the date of the Note. The principal balance of the Line of Credit shall be
payable monthly by the immediate transfer from Borrower to Bank, in collected funds, of a sum
equal to the amount of all principal payments received by Borrower against Premium Finance
Notes pledged to the Bank to secure the Line of Credit. Each payment will be credited by the
Bank against the outstanding principal balance of Borrower's Line of Credit.1.5.Rate and Payment of Interest. The aforesaid Note shall bear interest at the rate of
nine and one-half percent (9.5%) per annum calculated on the basis of a 365 day year. Interest
- 2 - will be payable on the first day of each quarter from payments received by the Borrower against
Premium Finance Notes pledged to the Bank to secure the Line of Credit pursuant to paragraph
1.4 above. 1.6.Margin Requirement. Bank will extend credit under the Line of Credit equal to
one hundred percent (100%) of the Amount Financed of eligible Premium Finance Notes,
exclusive of all finance charges, submitted by the Borrower to the Bank. Subject to the additional
requirements contained in Sections 1.10, 1.11 and 1.12 hereof, an "eligible Premium Finance
Note" is any Premium Finance Note drawn on the Premium Finance Note form attached hereto
as Exhibit B and incorporated herein by reference, which on its face: (1) represents the amount required (plus finance charge) to pay the balance of the
insurance premium of the Named Insured after the application of the required down payment; (2) is current with regard to all payments and not otherwise in default or ineligible
pursuant to the General Rules of the Borrower for the acceptance of such Premium Finance
Notes; and(3) is given in payment of the insurance premium on a policy of insurance issued
by a company which is listed by the ___________________ Department of Insurance on its list
of eligible or approved non-admitted insurers, foreign insurance companies or alien insurance
companies. 1.7.Termination. The Line of Credit and the Bank's obligation to advance funds
thereunder, shall terminate automatically upon the occurrence of any event of default hereunder
and Bank's subsequent determination not to waive such event of default.Both Borrower and Bank shall have the right to terminate the Line of Credit at any time,
regardless of the existence of an event of default, by giving written notice of its decision to
terminate to the other party thirty days (30) in advance of the effective date of such termination.
Termination by either the Bank or the Borrower shall not release the Borrower from its
obligation to repay the amount advanced by the Bank under the Line of Credit; nor shall
termination prejudice or release any of the collateral or rights to enforce repayment of the Line of
Credit that the Bank may have.1.8.The Guarantor. Payment of the Line of Credit will be personally guaranteed by _____________ pursuant to a Continuing Guaranty Agreement in
favor of the Bank. It will be substantially in the form of Exhibit C attached hereto and
incorporated herein by reference. In addition, the Line of Credit will be further guaranteed by
____________, a wholly owned subsidiary of the Borrower, pursuant to a Corporate Continuing
Guaranty Agreement substantially in the form of Exhibit D attached hereto and incorporated
herein by reference. ___________ shall hereinafter be referred to as "Guarantor." 1.9.Monthly Reports. Borrower shall submit written reports within five (5) days after the end of each month that the Line of Credit is outstanding relating to
the performance of Borrower under the Line of Credit for the month immediately preceding, in
- 3 - form and content acceptable to the Bank. Each such monthly report shall, at a minimum, state the
total amount of Premium Finance Notes held by Borrower, the amount of Premium Finance
Notes previously delivered to the Bank; the number, amount and other identifying information
regarding any Premium Finance Note(s) that is (are) more than thirty (30) days delinquent in the
payment of any required installment; and the status of any policy(ies) that has (have) been
submitted for cancellation due to non-payment of Premium Finance Note. 1.10. Endorsements/Modifications. Any endorsement or modification to an existing contract for insurance, in connection with which a new Premium
Finance Note is taken, shall be in writing and shall be signed by the insurance company issuing
such additional insurance coverage. Any endorsement or modification to in existing contract for insurance shall have a term equal to the remaining term of the existing
contract, and the accompanying Premium Finance Note shall a maturity date which coincides
with the maturity date of the original insurance contract. 1.11. Limits. No single insurance contract, when combined with all endorsements and
other Premium Finance Notes in the name of one Named Insured, shall exceed in the aggregate
Ten Thousand Dollars ($10,000.00) at any one time outstanding.1.12. Term. All Premium Finance Notes shall be drawn for a term (without balloon
payments) not to exceed eight (8) months from the date of the origination of the Premium
Finance Note. 2. THE COLLATERAL 2.1.Grant of Security Interest. Borrower does hereby grant to the Bank a security
interest in all Premium Finance Notes and all sums to be paid thereunder in order to secure
Borrower's obligations due under the Note and this Agreement. Borrower further assigns to Bank
a security interest in all unearned premiums, dividends and loss payments which are assigned to
secure any of the Premium Finance Notes.2.2. Due Negotiation and Delivery. At the time of each borrowing, Borrower shall
deliver to the Bank all Premium Finance Notes in Borrower possession, endorsed in blank, and
Bank shall retain all original Premium Finance Notes in Bank's possession to perfect its security
interest in said Premium Finance Notes until each Premium Finance Note has been paid in full
and the proceeds from such payment have been received by the Bank in collected funds for
application to the Borrower's outstanding balance on the Note which evidences the Line of
Credit. Borrower's endorsement shall appear on the reverse side of each Premium Finance Note
using the following form of blank endorsement: _________________________BY:______________________
- 4 - (authorized signature)In its corporate borrowing resolution given to the Bank, Borrower shall state the names and
titles of those corporate officers authorized to execute this Agreement, the Note, and any
additional documentation and to endorse any Premium Finance Notes pledged to the Bank.
Borrower and Bank both intend that the Bank would be a holder-in-due -course of all Premium
Finance Notes so endorsed and delivered to Bank. 2.3. Power of Attorney. Borrower hereby grants Bank an irrevocable Power of
Attorney to endorse any and all checks and to execute any other documentation in the name of
and on behalf of the Borrower to enable the Bank to collect payments made on the Premium
Finance Note or to otherwise protect the Bank's security interest in the Premium Finance Notes,
or any unearned premium, dividend or loss payments which secure said Premium Finance Notes. 3. DEFAULT Upon the happening of any of the following events, each of which shall constitute a
default hereunder, all liabilities of the Borrower to the Bank shall become immediately due and
payable at the option of the Bank: (a) failure of the Borrower (which shall include any endorser,
surety or Guarantor) to perform any agreement hereunder or to pay any obligation secured
hereby when due; (b) dissolution of the Borrower or death of any Guarantor of this Note; (c)
filing of any petition in bankruptcy by or against the Borrower or any Guarantor of this Note; (d)
application for appointment of a receiver, or making of a general assignment for the benefit of
creditors by, or insolvency of the Borrower or any Guarantor; (e) failure by Guarantor to achieve
and maintain the status of a Surplus Lines Agent so designated and approved by the
___________________ Insurance Commission; or (f)determination by any officer of the Bank
that a material adverse change has occurred in the financial condition of the Borrower or any
Guarantor. Upon the occurrence of any such event of default and at any time thereafter, Bank
shall have all of the remedies of a secured party under the Uniform Commercial Code of
___________________. Any notice of sale or other intended disposition of the Collateral sent to
the Borrower at least five (5) days prior to such action will constitute reasonable notice to the
Borrower. Bank may waive any default before or after the same has been declared without
impairing its rights to declare a subsequent default hereunder, this right being a continuing one.IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
herein stated. __________________________ (Borrower)BY: _________________________________ITS: _____________________________________________________ (Bank)
- 5 - BY: _____________________________ITS: _____________________________
- 6 - GUARANTY AGREEMENT As of _________ ___ 20___To: ____________ The undersigned, ________________, a _______ corporation (the "Guarantor"), hereby
agrees with ___________, a state chartered bank (the as follows:1.Reference to Agreements. Etc. Reference is made to that certain Promissory Note
of even date (the "Note") in the original principal amount of $250,000.00 made by _________, a
_______ corporation (the "Borrower"), to the order of the Lender, and secured, inter alia, by a
pledge of various Premium Finance Notes as provided for in that certain Credit Agreement of
even date herewith, the provisions of which are incorporated herein by reference. The Note, the
Credit Agreement, the Premium Finance Notes and any additional documents required
thereunder or by this Guaranty Agreement are hereinafter collectively referred to as the "Loan
Documents".2. Guaranteed Obligations. For purposes of this Agreement, the term "Guaranteed
Obligations" shall mean the obligation of the Borrower to pay the principal of, and interest and other charges on, the Note and all other
amounts, if any, from time to time payable by the Borrower under the Loan Documents. 3.Representations and Covenants. The Guarantor represents, warrants, covenants
and agrees as follows: 3.1. Incorporation of Representations and Warranties. The representations and
warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the
date hereof in all material respects.3.2. Performance of Covenants and Agreements. The Guarantor will use best
efforts to cause the Borrower duly and punctually to perform all of the covenants and agreements
set forth in the Loan Documents to be performed by the Borrower.3.3.Validity of Agreement. The Guarantor has duly and validly executed and
delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of
the Guarantor, enforceable against the Guarantor in accordance with its terms; and the execution,
delivery and performance of this Agreement by the Guarantor have been duly authorized on
behalf of the Guarantor by all requisite action (corporate and other) and will not result in any
breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or
result in the creation of any lien, charge or encumbrance upon any of the property or assets of the
Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence
of indebtedness, agreement or other instrument to which the Guarantor may be a party or by
- 7 - which the Guarantor or any of the property or assets of the Guarantor may be bound, or violate
any provision of law, or any applicable order, writ, injunction, judgment or decree of any court
or any order or other public regulation of any governmental commission, bureau or
administrative agency. 3.4.Payment of Expenses. The Guarantor agrees, as the principal obligor and not as a
guarantor only, to pay to the Lender forthwith upon demand, in immediately available Federal
funds, all costs and expenses (including court costs and reasonable legal expenses) incurred or
expended by the Lender in connection with the enforcement of this Agreement, together with
interest on amounts recoverable under this Agreement, from the time such amounts become due
until payment, at the rate of interest from time to time in effect under the Note. The Guarantor's
covenants and agreements set forth in this Section 3.4 shall survive the termination of this
Agreement.3.5.Notices. The Guarantor shall promptly give notice to the Lender of any event
which might reasonably result in a material adverse change in the financial condition of the
Guarantor.3.6.Reports. The Guarantor shall furnish to the Lender, within ninety (90) days after
the end of each calendar year, a financial statement accurately reflecting the financial status of
the Guarantor as of the last day of such calendar year, prepared in such form and accompanied
by such certificates as the Lender shall reasonably request from time to time.3.7.Books and Records. The Guarantor shall, upon reasonable advance notice from
the Lender, permit access by the Lender and the Lender's agents during normal business hours to
the books and records maintained by the Guarantor.3.8.Taxes. Etc. The Guarantor shall pay and discharge promptly as they become due
and payable all taxes, assessments and other governmental charges or levies imposed upon the
Guarantor or the income of the Guarantor or upon any of the property, real, personal or mixed, of
the Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for
labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon such
property or result in a material adverse change in the financial condition of the Guarantor;
provided, however, that the Guarantor shall not be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall currently be contested
in good faith by appropriate proceedings or other appropriate actions promptly initiated and
diligently conducted and if the Guarantor shall have set aside on the books of the Guarantor such
reserves, if any, with respect thereto as are required by generally accepted accounting principles. 3.9.Legal Existence. The Guarantor shall do or cause to be done all things
necessary to preserve and keep in full force and effect the Guarantor's corporate existence;
provided, however, that nothing in this Section shall prevent a consolidation, combination or
merger of the Guarantor with any other person.3.10. Compliance. The Guarantor shall use reasonable business efforts to comply
in all material respects with all applicable statutes, rules, regulations and orders of, and all
- 8 - applicable restrictions imposed by, all governmental authorities in respect of the conduct of the
business of the Guarantor and the ownership of the property of the Guarantor (including, without
limitation, applicable statutes, rules, regulations, orders and restrictions relating to
environmental, safety and other similar standards or controls). 3.11. Insurance. The Guarantor shall maintain with financially sound and
reputable insurers insurance with respect to the properties and business of the Guarantor against
loss or damage of the kinds customarily insured against by owners of established reputation
engaged in the same or similar businesses and similarly situated, in such amounts and by such
methods as shall be customary for such owners and deemed adequate by the Guarantor.3.12. Financial Statements Etc. The financial statements of the Guarantor
previously delivered to the Lender are true, correct and complete and there has been no material
adverse change from the date thereof through the date hereof in the financial condition of the
Guarantor. 4. Guarantee. The Guarantor hereby unconditionally guarantees that the
Guaranteed Obligations shall be paid in full when due and payable, whether upon demand, at the
stated or accelerated maturity thereof or upon any mandatory or voluntary prepayment or
otherwise. This guarantee is a guarantee of payment and not of collectibility and, except as
herein expressly provided, is absolute and in no way conditional or contingent. The liability of
the Guarantor hereunder shall continue or be reinstated, as the case may be, notwithstanding the
payment in full of the Guaranteed Obligations, if any payments made on the Guaranteed
Obligations are subsequently recovered from the Lender under any federal, state or other
bankruptcy, insolvency or similar law. In case any part of the Guaranteed Obligations shall not
have been paid when due and payable, the Guarantor shall, within five (5) days after receipt of
notice from the Lender, pay or cause to be paid to the Lender the amount thereof as is then due
and payable and unpaid (including interest and other charges, if any, due thereon through the
date of payment).5.Security Interest: Set-Off. The Guarantor hereby grants to the Lender, as security
for the full and punctual payment and performance of the obligations of the Guarantor hereunder,
a continuing lien on and security interest in all property belonging to the Guarantor now or
hereafter held by the Lender and in all sums credited by or due from the Lender to the Guarantor;
and regardless of the adequacy of any collateral or other means of obtaining payment of the
Guaranteed Obligations, the Lender may at any time and without notice to the Guarantor set off
the whole or any portion or portions of any or all sums against amounts payable under this
Agreement.6. Unenforceability of Guaranteed Obligations. Etc. If the Borrower is for any
reason under no legal obligation to discharge any of the Guaranteed Obligations, or if any other
moneys included in the Guaranteed Obligations have become unrecoverable from the Borrower
by operation of law or for any other reason, including, without limitation, the invalidity or
irregularity in whole or in part of any Guaranteed Obligation or any Loan Document or any limitation on the liability of the Borrower thereunder or any limitation on the
method or terms of payment thereunder which may now or hereafter be caused or imposed in any
- 9 - manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full
force and effect and shall be binding upon the Guarantor to the same extent as if the Guarantor at
all times had been the principal debtor on all suchGuaranteed Obligations. 7.Additional Guarantees. This Agreement shall be in addition to any other
guarantee or other security for the Guaranteed Obligations and this Agreement shall not be
prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or
by any waiver, amendment, release or modification thereof.8.Consents and Waivers. Etc. The Guarantor hereby acknowledges receipt of
correct and complete copies of each of the Loan Documents, consents to all of the terms and
provisions thereof, as the same may be from time to time hereafter amended or changed in
accordance therewith, and waives (a) presentment, demand for payment and protest of
nonpayment of any principal of or interest on any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of
any default hereunder and any default, breach, nonperformance or Event of Default (as defined
therein) under any of the Loan Documents or the Guaranteed Obligations, (d) notice of the terms,
time and place of any private or public sale of collateral held as security for the Guaranteed
Obligations, (e) demand for performance or observance of, and any enforcement of any
provision of, or any pursuit or exhaustion of rights or remedies against the Borrower or any other
guarantor of the Guaranteed Obligations, under or pursuant to the Loan Documents, or any
agreement directly or indirectly relating thereto and any requirements of diligence or promptness
on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the
extent the Guarantor lawfully may do so, any and all demands and notices of every kind and
description with respect to the foregoing or which may be required to be given by any statute or
rule of law and any defense of any kind which the Guarantor now or thereafter have with respect
to this Agreement, any of the Loan Documents or any of the Guaranteed Obligations.9.No Impairment. Etc. The obligations, covenants, agreements and duties of the
Guarantor under this Agreement shall not be affected or impaired by (a) any assignment or
transfer in whole or in part of any of the Guaranteed Obligations without notice to the Guarantor,
or (b) any waiver by the Lender or any holder of any of the Guaranteed Obligations or by the
holders of all of the Guaranteed Obligations of the performance or observance by the Borrower
or any other guarantor of any of the agreements, covenants, terms or conditions contained in the
Guaranteed Obligations or the Loan Documents, or (c) any indulgence in, or the extension of the
time for, payment by the Borrower or any other guarantor of any amounts payable under or in
connection with the Guaranteed Obligations or the Loan Documents or in any other instrument
or agreement relating to the Guaranteed Obligations or of the extension of time for performance
by the Borrower or any other guarantor of any other obligations under or arising out of any of
the foregoing or the extension or renewal thereof, or (d) the modification or amendment (whether
material or otherwise) of any duty, agreement or obligation of the Borrower or any other
guarantor set forth in any of the foregoing, or (e) the voluntary or involuntary sale or other
disposition of all or substantially all the assets of the Borrower or of any other guarantor, or (f)
the insolvency, bankruptcy or other similar proceedings affecting the Borrower or any such other
guarantor or any assets of the Borrower or any such other guarantor, or (g) the release or
- 10 - discharge of any of the collateral securing the repayment of the Guaranteed Obligations or
securing any other amounts payable under or in connection with the Guaranteed Obligations or
the Loan Documents, or of the Borrower or any other guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of the foregoing,
without the consent of the holders of the Guaranteed Obligations by operation of law, or any
other cause, whether similar or dissimilar to the foregoing. 10. Reimbursement or Subrogation. The Guarantor hereby covenants and agrees that
the Guarantor will not enforce or otherwise exercise any rights of reimbursement, subrogation,
contribution or other similar rights against the Borrower or any other person with respect to the
Guaranteed Obligations prior to the payment in full of the Guaranteed Obligations, and until all
indebtedness to the Lender shall have been paid in full, the Guarantor shall have no right of
subrogation, and the Guarantor waives any defense the Guarantor may have based upon any
election of remedies by the Lender which destroys the Guarantor's subrogation rights or the
Guarantor's rights to proceed against the Borrower for reimbursement, including, without
limitation, any loss of rights the Guarantor may suffer by reason of any rights, powers or
remedies of the Borrower in connection with any anti-deficiency laws or any other laws limiting,
qualifying or discharging the indebtedness to the Lender. The Guarantor further waives any right
to enforce any remedy which the Lender now has or may in the future have against the Borrower,
any other guarantor or any other person and any benefit of, or any right to participate in, any
security whatsoever now or in the future held by the Lender. Notwithstanding anything to the
contrary in this Agreement, the Guarantor hereby irrevocably waives all rights which the
Guarantor may have at law or in equity (including, without limitation, any law subrogating the
Guarantor to the rights of the Lender) to seek contribution, indemnification or any other form of
reimbursement from the Borrower, any other guarantor of the Guaranteed Obligations, or any
other person now or hereafter primarily or secondarily liable for any obligations of the Borrower
to the Lender, for disbursement, payment or other transfer, directly or indirectly, made by the
Guarantor or of an interest in property of the Guarantor (including foreclosure of liens) under or
in connection with this Agreement or otherwise.11. Guarantor's Understanding with Respect to Waivers. The Guarantor warrants
and agrees that each of the waivers set forth above is made with the Guarantor's full knowledge
of their significance and consequences and that, under the circumstances, the waivers are
reasonable and not contrary to public policy or law. If any such waiver is determined to be
contrary to any applicable law or public policy, such waiver shall be effective only the extent permitted by law. 12.Defeasance. This Agreement shall terminate at such time as the Commitment has
terminated and all of] the Guaranteed Obligations have been paid in full and all other obligations
of the Guarantor to the Lender under this Agreement have been satisfied in full; provided,
however, that, notwithstanding anything to the contrary contained in this Agreement, all the
provisions of this Agreement and the other Loan Documents shall continue to be effective or
shall be reinstated, as the case may be, if any payment hereunder or in connection with any of the
Guaranteed Obligations or the Loan Documents at any time made by or on behalf of the
Guarantor or the Borrower is rescinded or otherwise must be returned as a result of the
- 11 - bankruptcy, insolvency or reorganization of the Guarantor or the Borrower or otherwise, all as if
such payment had not been made. 13. Notice. All notices, requests, demands, consents or other communications given
hereunder or in connection herewith shall be in writing, shall be sent by registered or certified
mail, return receipt requested, postage prepaid, or by hand delivery or expedited delivery service,
delivery charges prepaid and with acknowledged receipt of delivery, shall be deemed given on
the date of acceptance or refusal of acceptance shown on such receipt and shall be addressed to
the Guarantor or the Lender, as applicable, at the following applicable address: If to the Guarantor, to:With a copy by ordinary first class mail to:Attn:______________________If to the Lender, to:With a copy by ordinary first class mail to:The Guarantor or the Lender may, by notice given as aforesaid, change its address for all
subsequent notices. Each notice by or on behalf of the Lender shall be deemed sufficient if
signed by any one of the Lender's officers or by the Lender's counsel and if otherwise given or
made in compliance with this Section. 14. Successors and Assigns. Whenever in this Agreement, any of the parties hereto is
referred to, such reference shall be deemed to include the successors and assigns of such party,
including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and
all representations, warranties, covenants and agreements by or on behalf of the Guarantor
which are contained in this Agreement shall inure to the benefit of the Lender's successors and
assigns, including, without limitation, said holders, whether so expressed or not.15.Applicable Law. Etc. [This Agreement is made and delivered in the State of
________________ and shall be governed by the laws thereof.] [or] [This Agreement shall be
interpreted, construed, applied and enforced in accordance with the laws of the State of
________________, regardless of (a) where this Agreement is executed or delivered, (b) where
- 12 - any payment or other performance required by this Agreement is made or required to be
made,(c) where any breach of any provision of any such instrument occurs or any cause of action
otherwise accrues, (d) where any action or other proceeding is instituted or pending, (e) the
nationality, citizenship, domicile, principal place of business, jurisdiction of organization or
domestication of any party, (f) whether the laws of the forum jurisdiction otherwise would apply
the laws of a jurisdiction other than the State of ________________, or (g) any combination of
the foregoing.] The Guarantor and the Lender hereby irrevocably consent (a) to the jurisdiction of the
Courts of the ________________, ________________ and of any Federal Court located in the
________________ of ________________, ________________, and agree that venue in each of
such Courts is proper in connection with any action or proceeding arising out of or relating to
this Agreement or any document or instrument delivered pursuant to this Agreement, and (b) to
the service or process by certified mail, return receipt requested. Nothing herein shall affect the
right of any party to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against any party in any other jurisdiction.16.Modification Agreement. No modification or waiver of any provision of this
Agreement, nor any consent to any departure by the Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Lender, and such modification,
waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any
other or further notice or demand in the same, similar or other circumstances.17.Waiver of Rights by Lender. Neither any failure nor any delay on the Lender's
part in exercising any right, power or privilege under this Agreement shall operate as a waiver
thereof nor shall a single or partial exercise thereof preclude any other or further exercise or the
exercise of any other right, power or privilege. 18.Severability. In case any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby, but this Agreement shall be reformed and construed and enforced to the
maximum extent permitted by applicable law.19.Entire Contract. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and shall supersede and take the place of
any other instruments purporting to be an agreement of the parties hereto relating to the subject
matter hereof.20.Headings: Counterparts. Headings in this Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof. This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument, and in pleading or proving any provisions of this Agreement, it shall
not be necessary to produce more than one of such counterparts.
- 13 - 21. Remedies Cumulative. No remedy herein conferred upon the Lender is intended to
be exclusive of any other remedy, and each and every remedy 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 or otherwise.WITNESS the execution hereof as of the day and year first above first written. - GUARANTOR -By:Its _______________________________________The foregoing is hereby acceptedas of the day and year abovefirst written:By:Its ___________________________________________
