EXHIBIT 10.13
COMMERCIAL NOTE: TERM SINGLE ADVANCE/PRIME/LTCOF (OHIO)
Amount City, State Date FOR BANK USE ONLY
$2,125,000.00 Columbus, Ohio December 12, 1996 Obligor #
Tax I.D. #
Obligation #
Office
FOR VALUE RECEIVED, SAGI REALTY LTD. ("BORROWER"), an Ohio limited liability
company, whose mailing address is 000 Xxxxxxx Xxxx., Xxxxxxxx, Xxxx 00000 hereby
promises to pay to the order of NATIONAL CITY BANK OF COLUMBUS, formerly known
as National City Bank, Columbus ("BANK"), a national banking association having
its banking office at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, at Bank's
banking office (or at such other place as Bank may from time to time designate
by written notice) in lawful money of the United States of America, the
principal sum of TWO MILLION ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
or such lesser amount as may appear on this Note, or as may be entered in a loan
account on Bank's books and records, or both, together with interest, all as
provided below. This note is a replacement and substitution for, but not a
satisfaction of, that certain Commercial Note: Term Multiple Advance/Prime/LTCOF
(Ohio) dated April 1, 1996 in the original principal amount of $2,000,000.00
payable to the order of the Bank (the "Prior Note"). Effective with the
execution of this Note all balances outstanding pursuant to the Prior Note shall
be and hereby are transferred to and evidenced by this Note. All collateral
securing the Prior Note shall continue to secure this Note.
1. INTEREST. The unpaid principal balance of the Note shall at all times bear
interest at the Contract Rate, provided, that so long as any principal of
or accrued interest on this Note is overdue, all unpaid principal of this
Note and all overdue interest on that principal (but not interest on
overdue interest) shall bear interest at a fluctuating rate equal to two
percent (2%) per annum above the rate that would otherwise be applicable,
but in no case less than two percent (2%) per annum above the Prime Rate;
provided further, that in no event shall any principal of or interest on
this Note bear interest at any time after Maturity at a lesser rate than
the rate applicable thereto immediately after Maturity. The "Contract
Rate" shall at all times be a fluctuating rate equal to the Prime Rate,
provided, that Borrower shall have the right from time to time to
irrevocably elect two and one-half percent (2.5%) per annum plus the Long
Term Cost of Funds Rate as the Contract Rate applicable during a Contract
Period to a Unit in an amount that is an integral multiple of $500,000.00
by specifying the term and amount, respectively, of the Contract Period
and Unit in a notice given to Bank orally or in writing on, and in any
case not later than 2:00 p. m., Banking-Office Time, of, the third (3rd)
Banking Day preceding the first day of that Contract Period.
The principal comprising each Long Term Cost of Funds Unit shall, at the
end of the Contract Period for that Unit, become part of the Prime Rate
Unit unless and to the extent that Borrower shall have elected otherwise
as hereinbefore provided. Bank shall be entitled to fund and maintain its
funding of all or any part of any Long Term Cost of Funds Unit in any
manner Bank may from time to time deem advisable, Borrower hereby
acknowledging that all determinations relating to Long Term Cost of Funds
Units shall be made as if Bank had actually funded and maintained each
such Unit with borrowings in an amount similar to the amount of that Unit,
with a maturity similar to the Contract Period for that Unit, and bearing
interest at the Long Term Cost of Funds Rate with respect to that Unit.
2. INEFFECTIVE ELECTIONS. Notwithstanding any provision or inference to the
contrary, Bank shall have the right in its discretion, without notice to
Borrower, to deem ineffective Borrower's election of a Contract Rate if
(a) at the time of that election or on the first day of the Contract
Period specified in Borrower's notice thereof, there shall exist or there
would occur any Event of Default, (b) any representation, warranty, or
other statement (other than any expressly made as of a single date) made
by any Person (other than Bank) in any Related Writing would, if made
either as of the time of that election or as of the first day of the
Contract Period specified in Borrower's notice thereof, be untrue or
incomplete in any respect, (c) after giving effect to that election, more
than one Contract Rate would be applicable to all or any part of any Unit,
(d) Bank shall determine that any governmental authority has asserted that
it is unlawful for Bank to fund, make, or maintain loans bearing interest
based on the Long Term Cost of Funds Rate, (e) after giving effect to that
election, the aggregate unpaid principal balance of this Note would, on
the first day of the Contract Period specified in Borrower's notice of
that election, be less than the then aggregate amount of all Long Term
Cost of Funds Units, (f) after giving effect to that election, the
aggregate amount of all principal payments scheduled to become due at any
one time during the Contract Period specified in Xxxxxxxx's notice of that
election would exceed the amount of the Prime Rate Unit at that time, or
(g) the Contract Period specified in Borrower's notice of that election
would end after the scheduled due date of the last principal payment under
this Note, giving effect to any prepayments. Moreover, Borrower shall not
be entitled to elect a Contract Rate if Bank shall determine that (i)
dollar borrowings of the appropriate amount and maturity are not available
in the market selected by Bank for the purpose of funding the relevant
Unit at the Long Term Cost of Funds Rate, (ii) circumstances affecting the
market selected by Bank for the purpose of funding the relevant Unit make
it impracticable for Bank to determine the Long Term Cost of Funds Rate,
(iii) any governmental authority has asserted that it is unlawful for Bank
to fund, make, or maintain loans bearing interest based on the Long Term
Cost of Funds Rate. Bank's books and records shall be conclusive (absent
manifest error) as to whether Bank shall have deemed any election of a
Contract Rate ineffective. Except as hereinbefore provided, there is no
limit to the number of Contract Rates that may be applicable to the unpaid
principal balance of this Note at any one time.
3. PREMIUM: INEFFECTIVE EJECTIONS; GOVERNMENTAL ACTS. If Bank shall deem
ineffective Borrower's election of any Contract Rate, then, and in each
such case, that election shall be ineffective and Borrower shall pay to
Bank, on Bank's demand, a premium based on the amount of the Unit
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specified in Xxxxxxxx's notice of that election and computed for the
Contract Period specified in that notice at a rate per annum equal to the
excess, if any, of the Contract Rate so elected over the Reinvestment
Rate. If Bank shall determine that any governmental authority has asserted
that it is unlawful for Bank to fund, make, or maintain loans bearing
interest based on the Long Term Cost of Funds Rate, then, and in each such
case, notwithstanding any provision or inference to the contrary, the
principal comprising each then outstanding Long Term Cost of Funds Unit
shall, upon Bank's giving Borrower notice of that determination, be added
to and become part of the Prime Rate Unit, and Borrower shall concurrently
with the addition of that principal to the Prime Rate Unit, pay to Bank
(a) the accrued interest on the principal so added and (b) a premium based
on the amount of the principal so added and computed for the remainder of
the Contract Period therefor, at a rate equal to the excess, if any, of
the Contract Rate theretofore applicable over the Reinvestment Rate.
4. REPAYMENT. Subject to section 7, the principal of and interest on this
Note shall be repayable in one hundred twenty (120) installments,
commencing on the 1st day of January, 1997 and continuing on the first day
of each month thereafter until paid in full, each such installment, except
the final installment, (subject to adjustment as set forth, below) to be
in an amount equal to Eighteen thousand one hundred six and 40/100
($ 18,106.40) with the final installment due December 1, 2006 to be in an
amount equal to all unpaid principal and unpaid accrued interest
outstanding on the Note. As of the beginning of each Contract Period or
upon an increase in the Prime Rate, whichever is applicable, the monthly
installment shall be adjusted to an amount sufficient to amortize the
principal balance outstanding at the new Contract Rate over a twenty year
period commencing December 12, 1996.
Borrower shall have the right to prepay the principal of this Note in
whole or in part, provided, that (a) each such prepayment shall be in the
principal sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) or
any integral multiple thereof or an amount equal to the then aggregate
unpaid principal balance of this Note, (b) each such prepayment shall be
applied to the installments of this Note in the inverse order of their
respective due dates, and (c) concurrently with the prepayment of the
entire unpaid principal balance of this Note, Borrower shall prepay the
accrued interest on the principal being prepaid.
Each prepayment of the principal of this Note may be made without Premium
or penalty, provided, that if any Long Term Cost of Funds Unit is paid
(whether by way of a prepayment or a payment following any acceleration of
the due date thereof) in whole or in part before the last day of the
Contract Period for that Unit, then, and in each such case, Borrower
shall, concurrently with the payment, pay to Bank (i) the accrued interest
on the principal being prepaid and (ii) a premium based on the principal
amount paid and computed for the period from the date of payment to the
last day of the Contract Period for that Unit at a rate per annum equal to
the excess, if any, of the Contract Rate theretofore applicable over the
Reinvestment Rate.
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5. DEFINITIONS, As used in this Note, except where the context clearly
requires otherwise, "AFFILIATE" means, when used with reference to any
Person (the "SUBJECT"), a Person that is in control of, under the control
of, or under common control with, the subject, the term "CONTROL" meaning
the possession, directly or indirectly, of the power to direct the
management or policies of a Person, whether through the ownership of
voting securities, by contract, or otherwise; "BANK DEBT OF BORROWER"
means, collectively, all Debt to Bank that is evidenced by this Note;
"BANKING DAY" means any day (other than any Saturday, Sunday or legal
holiday) on which Bank's banking office is open to the public for carrying
on substantially all of its banking functions; "BANKING-OFFICE TIME"
means, when used with reference to any time, that time determined at the
location of Bank's banking office; "CONTRACT PERIOD" means, relative to a
Unit, a period elected by Borrower of one year up to and including ten
years, provided, that each Contract Period shall commence on a Banking
Day, provided, that (a) each such Contract Period shall end on either an
annual anniversary of the first day thereof or on the scheduled due date
of the last principal payment under this Note, giving effect to any
prepayments made prior to the first day of that Contract Period and (b) if
any Contract Period would otherwise end on a day that is not a Banking
Day, it shall end instead on the next succeeding Banking Day; "DEBT"
means, collectively, all obligations of the Person or Persons in question,
including, without limitation, every such obligation whether owing by one
such Person alone or with one or more other Persons in a joint, several,
or joint and several capacity, whether now owing or hereafter arising,
whether owing absolutely or contingently, whether created by lease, loan,
overdraft, guaranty of payment, or other contract, or by quasi-contract,
tort, statute, other operation of law, or otherwise; "LONG TERM COST OF
FUNDS RATE" means, with respect to a Unit, the rate per annum (rounded
upwards, if necessary, to the next higher 1/16 of 1%) determined by Bank
by dividing (a) the rate per annum as determined by Bank, in its sole
discretion, three (3) Banking Days prior to the first day of the Contract
Period for that Unit, and then quoted by Bank to Borrower as Bank's
so-called "cost of funds" for loans in an amount similar to that Unit and
with a maturity similar to the Contract Period for that Unit, by (b) the
difference of one (1) less the LTCOF Reserve Percentage; "LONG TERM COST
OF FUNDS UNIT" means a Unit for which the Contract Rate is based on the
Long Term Cost of Funds Rate; "MATURITY" MEANS the date (whether occurring
by lapse of time, acceleration, or otherwise) upon which the last
scheduled principal under this Note is due, giving effect to any
prepayments; "NOTE" means this promissory note (including, without
limitation, each addendum, allonge, or amendment, if any, hereto);
"OBLIGOR" means any Person who, or any of whose property, shall at the
time in question be obligated in respect of all or any part of the Bank
Debt of Borrower and (in addition to Borrower) includes, without
limitation, co-makers, indorsers, guarantors, pledgors, hypothecators,
mortgagors, and any other Person who agrees, conditionally or otherwise,
to make any loan to, purchase from, or investment in, any other Obligor or
otherwise assure such other Obligor's creditors or any of them against
loss; "PERSON" means an individual or entity of any kind, including,
without limitation, any association, company, cooperative, corporation,
partnership, trust,
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governmental body, or any other form or kind of entity; "PRIME RATE" means
the fluctuating rate per annum which is publicly announced from time to
time by Bank as being its so-called "prime rate" or "base rate" thereafter
in effect, with each change in the Prime Rate automatically, immediately,
and without notice changing the Prime Rate thereafter applicable
hereunder, it being acknowledged that the Prime Rate is not necessarily
the lowest rate of interest then available from Bank on fluctuating-rate
loans; "PRIME RATE UNIT" means, at any time, the then aggregate unpaid
principal balance of this Note for which the Contract Rate is based on the
Prime Rate; "PROCEEDING" means any assignment for the benefit of
creditors, any case in bankruptcy, any marshalling of any Obligor's assets
for the benefit of creditors, any moratorium on the payment of debts, or
any proceeding under any law relating to conservatorship, insolvency,
liquidation, receivership, trusteeship, or any similar event, condition,
or other thing; "REINVESTMENT RATE" means, when used with respect to any
period, a per annum rate of interest equal to the "bond equivalent yield"
for the most actively traded issues of U. S. Treasury Bills, U. S.
Treasury Notes, or U. S. Treasury Bonds for a term similar to the period
in question; "RELATED WRITING" means this Note and any indenture, note,
guaranty, assignment, mortgage, security agreement, subordination
agreement, notice, financial statement, legal opinion, certificate, or
other writing of any kind pursuant to which all or any part of the Bank
Debt of Borrower is issued, which evidences or secures all or any part of
the Bank Debt of Borrower, which governs the relative rights and
priorities of Bank and one or more other Persons to payments made by, or
the property of, any Obligor, which is delivered to Bank pursuant to
another such writing, or which is otherwise delivered to Bank by or on
behalf of any Person (or any employee, officer, auditor, counsel, or agent
of any Person) in respect of or in connection with all or any part of the
Bank Debt of Borrower; "REPORTING PERSON" means each Obligor and each
member of any "REPORTING GROUP" as defined in any addendum to this Note;
"RESERVE PERCENTAGE" means the percentage (expressed as a decimal) which
Bank determines to be the maximum (but in any case less than 1.00) reserve
requirement (including, without limitation, any emergency, marginal,
special, or supplemental reserve requirement) prescribed for domestic
nonpersonal time deposits (or any other category of liabilities by
reference to which the interest rate applicable to Long Term Cost of Funds
Units is determined) under Regulation D (as amended from time to time) of
the Board of Governors of the Federal Reserve System or under any
successor regulation which Bank determines to be applicable, with each
change in such maximum reserve requirement automatically, immediately, and
without notice changing the interest rate thereafter applicable hereunder,
it being agreed that Long Term Cost of Funds Units shall be deemed to be
subject to such reserve requirements without the benefit of any credit for
proration, exceptions, or offsets; "UNIT" means the aggregate unpaid
principal balance of this Note or any part of that balance; and the
foregoing definitions shall be applicable to the respective plurals of the
foregoing defined terms.
6. EVENTS OF DEFAULT. It shall be an "EVENT OF DEFAULT" if (a) all or any
part of the Bank Debt of Borrower shall not be paid in full promptly when
due (whether by lapse of time, acceleration, or otherwise); (b) any
representation, warranty, or other statement made by any Person (other
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than Bank) in any Related Writing shall be untrue or incomplete in any
respect when made; (c) any Person (other than Bank) shall repudiate or
shall fail or omit to perform or observe any agreement contained in this
Note or in any other Related Writing that is on that Person's part to be
complied with; (d) Bank shall not receive (in addition to any information
described in any addendum to this Note) without expense to Bank, (i)
promptly upon each request of Bank made upon Borrower therefor, (A) such
information in writing regarding each Reporting Person's financial
condition, properties, business operations, if any, and pension plans, if
any, prepared, in the case of financial information, in accordance with
generally accepted accounting principles consistently applied and
otherwise in form and detail satisfactory to Bank or (B) written
permission, in form and substance satisfactory to Bank, from each
Reporting Person to inspect (or to have inspected by one or more Persons
selected by Bank) the properties and records of that Reporting Person and
to make copies and extracts from those records or (ii) prompt written
notice whenever Borrower (or any director, employee, officer, or agent of
Borrower) knows or has reason to know that any Event of Default has
occurred; (e) any judgment shall be entered against any Obligor in any
judicial or administrative tribunal or before any arbitrator or mediator;
(f) any Obligor shall fail or omit to comply with any applicable law,
rule, regulation, or order in any material respect; (g) any proceeds of
the loan evidenced by this Note shall be used for any purpose that is not
in the ordinary course of Borrower's business; (h) any property which now
or hereafter secures any Bank Debt of Borrower shall be or become
encumbered by any mortgage, security interest, or other lien, except any
mortgage, security interest, or other lien consented to by Bank; (i) any
Obligor shall at any time or over any period of time sell, lease, or
otherwise dispose of all or any part of any property which now or
hereafter secures any Bank Debt of Borrower, except any such property
sold, leased, or otherwise disposed of with the consent of Bank; and
(j) any Obligor shall cease to exist or shall be dissolved, become legally
incapacitated, or die.
7. EFFECTS OF DEFAULT. If any Event of Default (other than the commencement
of any Proceeding with respect to Borrower) shall occur, then, and in each
such case, notwithstanding any provision or inference to the contrary,
Bank shall have the right in its discretion, by giving written notice to
Xxxxxxxx, to declare this Note to be due, whereupon the entire unpaid
principal balance of this Note (if not already due) shall immediately
become due and payable in full. If any Proceeding shall be commenced with
respect to Borrower, then, notwithstanding any provision or inference to
the contrary, automatically, without presentment, protest, or notice of
dishonor, all of which are waived by all makers and all indorsers of this
Note, now or hereafter existing, the entire unpaid principal balance of
this Note (if not already due) shall immediately become due and payable in
full.
8. LATE CHARGES. If any principal of or interest on this Note is not paid
within ten (10) days after its due date, then, and in each such case, Bank
shall have the right to assess a late charge, payable by Borrower on
demand, in an amount equal to the greater of twenty dollars ($20.00) or
five percent (5%) of the amount not timely paid.
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9. NO SETOFF. Borrower hereby waives any and all now existing or hereafter
arising rights to recoup or offset any obligation of Borrower under or in
connection with this Note or any Related Writing against any claim or
right of Borrower against Bank.
10. INDEMNITY: GOVERNMENTAL COSTS. If (a) there shall be enacted any law
(including, without limitation, any change in any law or in its
interpretation or administration and any request by any governmental
authority) relating to any interest rate or any assessment, reserve, or
special deposit requirement (except if and to the extent utilized in
computation of the Reserve Percentage) against assets held by, deposits
in, or loans by Bank or to any tax (other than any tax on Bank's overall
net income) and (b) in Bank's sole opinion any such event increases the
cost of funding or maintaining any Long Term Cost of Funds Unit or reduces
the amount of any payment to be made to Bank in respect thereof, then, and
in each such case, upon Bank's demand, Borrower shall pay Bank an amount
equal to each such cost increase or reduced payment, as the case may be.
In determining any such amount, Bank may use reasonable averaging and
attribution methods. Each determination by Bank shall be conclusive absent
manifest error.
11. INDEMNITY: ADMINISTRATION AND ENFORCEMENT. Borrower will reimburse Bank,
on Bank's demand from time to time, for any and all fees, costs, and
expenses (including, without limitation, the fees and disbursements of
legal counsel) incurred by Bank in administering this Note or in
protecting, enforcing, or attempting to protect or enforce its rights
under this Note. If any amount (other than any principal of this Note and
any interest and late charges) owing under this Note is not paid when due,
then, and in each such case, Borrower shall pay, on Bank's demand,
interest on that amount from the due date thereof until paid in full at a
fluctuating rate equal to four percent (4%) per annum plus the Prime Rate.
12. WAIVERS; REMEDIES; APPLICATION OF PAYMENTS. Bank may from time to time in
its discretion grant waivers and consents in respect of this Note or any
other Related Writing or assent to amendments thereof, but no such waiver,
consent, or amendment shall be binding upon Bank unless set forth in a
writing (which writing shall be narrowly construed) signed by Bank. No
course of dealing in respect of, nor any omission or delay in the exercise
of, any right, power, or privilege by Bank shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any
further or other exercise thereof or of any other, as each such right,
power, or privilege may be exercised either independently or concurrently
with others and as often and in such order as Bank may deem expedient.
Without limiting the generality of the foregoing, neither Bank's
acceptance of one or more late payments or charges nor Bank's acceptance
of interest on overdue amounts at the respective rates applicable thereto
shall constitute a waiver of any right of Bank. Each right, power, or
privilege specified or referred to in this Note is in addition to and not
in limitation of any other rights, powers, and privileges that Bank may
otherwise have or acquire by operation of law, by other contract, or
otherwise. Bank shall be entitled to equitable remedies with respect to
each breach or anticipatory repudiation of any provision of this Note, and
Borrower hereby waives any defense which
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might be asserted to bar any such equitable remedy. Bank shall have the
right to apply payments in respect of the indebtedness evidenced by this
Note with such allocation to the respective parts thereof and the
respective due dates thereof as Bank in its sole discretion may from time
to time deem advisable.
13. OTHER PROVISIONS. The provisions of this Note shall bind Borrower and
Xxxxxxxx's successors and assigns and benefit Bank and its successors and
assigns, including each subsequent holder, if any, of this Note. Except
for Xxxxxxxx and Bank and their respective successors and assigns, there
are no intended beneficiaries of this Note or the loan evidenced by this
Note. The provisions of sections 9 through 17, both inclusive, shall
survive the payment in full of the principal of and interest on this Note.
The captions to the sections and subsections of this Note are inserted for
convenience only and shall be ignored in interpreting the provisions
thereof. Each reference to a section includes a reference to all
subsections thereof (i.e., those having the same character or characters
to the left of the decimal point) except where the context clearly does
not so permit. If any provision in this Note shall be or become illegal or
unenforceable in any case, then that provision shall be deemed modified in
that case so as to be legal and enforceable to the maximum extent
permitted by law while most nearly preserving its original intent, and in
any case the illegality or unenforceability of that provision shall affect
neither that provision in any other case nor any other provision. All
fees, interest, and premiums for any given period shall accrue on the
first day thereof but not on the last day thereof (unless the last day is
the first day) and in each case shall be computed on the basis of a
360-day year and the actual number of days in the period. In no event
shall interest accrue at a higher rate than the maximum rate, if any,
permitted by law. Bank shall have the right to furnish to its Affiliates,
and to such other Persons as Bank shall deem advisable for the conduct of
its business, information concerning the business, financial condition,
and property of Borrower, the amount of the Bank Debt of Borrower, and
the terms, conditions, and other provisions applicable to the respective
parts thereof. This Note shall be governed by the law (excluding conflict
of laws rules) of the jurisdiction in which Bank's banking office is
located.
14. INTEGRATION. This Note and, to the extent consistent with this Note, the
other Related Writings, set forth the entire agreement of Borrower and
Bank as to the subject matter of this Note, and may not be contradicted by
evidence of any agreement or statement unless made in a writing (which
writing shall be narrowly construed) signed by Bank contemporaneously with
or after the execution and delivery of this Note. Without limiting the
generality of the foregoing, Borrower hereby acknowledges that Bank has
not based, conditioned, or offered to base or condition the credit hereby
evidenced or any charges, fees, interest rates, or premiums applicable
thereto upon Borrower's agreement to obtain any other credit, property, or
service other than any loan, discount, deposit, or trust service from
Bank.
15. NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
communication shall be deemed to have been given to Borrower whenever
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Bank shall have mailed a writing to that effect by certified or registered
mail to Borrower at Borrower's mailing address (or any other address of
which Borrower shall have given Bank notice after the execution and
delivery of this Note) and said writing is received or refused; however,
no other method of giving actual notice to Borrower is hereby precluded.
Borrower hereby irrevocably accepts Xxxxxxxx's appointment as each
Xxxxxxx's agent for the purpose of receiving any notice, demand, or other
communication to be given by Bank to each such Obligor pursuant to any
Related Writing. Bank shall be entitled to assume that any knowledge
possessed by any Obligor other than Xxxxxxxx is possessed by Borrower.
Each communication to be given to Bank shall be in writing unless this
Note expressly permits that communication to be made orally, and in any
case shall be given to Bank's Capital Banking Division at Bank's banking
office (or any other address of which Bank shall have given notice to
Borrower after the execution and delivery this Note). Borrower hereby
assumes all risk arising out of or in connection with each oral
communication given by Xxxxxxxx and each communication given or attempted
by Borrower in contravention of this section. Bank shall be entitled to
rely on each communication believed in good faith by Bank to be genuine.
16. WARRANT OF ATTORNEY. Borrower hereby authorizes any attorney at law at any
time or times to appear in any state or federal court of record in the
United States of America after all or any part of the obligations
evidenced by this Note shall have become due, whether by lapse of time,
acceleration, or otherwise, and in each case to waive the issuance and
service of process, to present to the court this Note and any other
writing (if any) evidencing the obligation or obligations in question, to
admit the due date thereof and the nonpayment thereof when due, to confess
judgment against Borrower in favor of Bank for the full amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and waive all rights of appeal and any stay of
execution. The foregoing warrant of attorney shall survive any judgment,
it being understood that should any judgment against Borrower be vacated
for any reason, Bank may nevertheless utilize the foregoing warrant of
attorney in thereafter obtaining one or more additional judgments against
Xxxxxxxx.
17. JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. Any action, claim,
counterclaim, crossclaim, proceeding, or suit, whether at law or in
equity, whether sounding in tort, contract, or otherwise at any time
arising under or in connection with this Note or any other Related
Writing, the administration, enforcement, or negotiation of this Note or
any other Related Writing, or the performance of any obligation in respect
of this Note or any other Related Writing (each such action, claim,
counterclaim, crossclaim, proceeding, or suit, an "ACTION") may be brought
in any federal or state court located in the city in which Bank's banking
office is located. Borrower hereby unconditionally submits to the
jurisdiction of any such court with respect to each such Action and hereby
waives any objection Borrower may now or hereafter have to the venue of
any such Action brought in any such court.
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Borrower HEREBY, AND EACH HOLDER OF THIS Note, BY TAKING POSSESSION
THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY
Action.
Borrower:
SAGI REALTY LTD.
By: Safe Auto Group, Inc., an
Ohio Corporation, a Member
/s/ Xxx Xxxxx
---------------------------------
By: Xxx Xxxxx, President
By: Safe Auto Group Agency,
Inc. an Ohio Corporation, a
Member
/s/ Xxx Xxxxx
---------------------------------
By: Xxx Xxxxx, President
WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
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