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REVOLVING LINE OF CREDIT
LOAN AGREEMENT
THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (the "Agreement") is made
and entered into as of the 30th day of September, 1998, by and between THE WMA
CORPORATION, a Delaware corporation (hereinafter referred to as "Borrower"),
and MONEY SERVICES, INC., a Delaware corporation (hereinafter referred to as
"Lender").
W I T N E S S E T H:
In consideration of the mutual covenants and agreements hereinafter
set forth, Lender agrees to make and Borrower agrees to accept one or more
loans in accordance with and subject to the terms and conditions hereinafter
set forth.
ARTICLE 1
TERMS AND DEFINITIONS
In addition to the other terms hereinafter defined, the following
terms shall, for purposes of this Agreement, have the meanings set forth in
this Article 1.
1.1 ACCOUNTING TERMS. All accounting terms not specifically defined herein
shall have the meanings attributed to such terms under generally
accepted accounting principles consistently applied.
1.2 ADDRESS. The executive offices of the Borrower are located at 00000
Xxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000.
1.3 AGREEMENT. This Revolving Line of Credit Loan Agreement, as amended or
supplemented from time to time.
1.4 BANKRUPTCY CODE. The Bankruptcy Reform Act of 1978, as amended from
time to time.
1.5 CREDIT DOCUMENTS. Collectively, this Agreement and the Note, together
with any and all other documents and instruments now or hereafter
evidencing, securing or otherwise relating to the Obligations.
1.6 EVENT OF DEFAULT. Any of the events or conditions described in Article
5 of this Agreement.
1.7 LOAN. The Loan described in Article 2 of this Agreement.
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1.8 NOTE. The Revolving Line of Credit Promissory Note evidencing all or
any portion of the Loan indebtedness of Borrower to Lender
(hereinafter singularly and/or collectively referred to as the
"Note"), together with all modifications, renewals and extensions
thereof.
1.9 OBLIGATIONS. The indebtedness, liabilities and obligations of Borrower
to Lender arising hereunder or under any of the other Credit Documents
or as a result hereof or thereof, whether evidenced by the Note or
otherwise, and any and all extensions or renewals thereof in whole or
in part; any indebtedness, liability or obligation of Borrower to
Lender under any later or future advances or loans by Lender to
Borrower, and any and all extensions or renewals thereof in whole or
in part; and any and all future or additional indebtednesses,
liabilities or obligations of Borrower to Lender whatsoever, whether
existing as of the date hereof or hereafter arising, whether arising
under a loan, lease, line of credit, letter of credit or other type of
financing, and whether direct, indirect, absolute or contingent, and
whether evidenced by, arising out of, or relating to, a promissory
note, check draft, bond, letter of credit, lease, guaranty agreement
or otherwise.
1.10 PERSON. Any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation,
institution, entity, party, or government (whether national, federal,
state, county, city, municipal or otherwise, including without
limitation, any instrumentality, division, agency, body or department
thereof).
1.11 REQUIREMENT. Any law, statute, ordinance, rule, or regulation, or
judicial or administrative order, award, judgment or writ, injunction
or decree, relating in any way to Borrower, its properties or assets,
or its business, issued by the United States, the jurisdiction in
which Borrower conducts business, or in which it leases, owns or
operates properties or assets or any political subdivision thereof, or
any agency, department, commission, board, bureau or instrumentality
of any of them.
ARTICLE 2
LOAN
Subject to the provisions of this Agreement, Lender is making the Loan
to Borrower, upon the following terms:
2.1 LOAN. Borrower shall have the right from time to time to borrow
amounts not to exceed at any one time in the aggregate, the sum of Ten
Million and No/100 ($10,000,000.00) Dollars. Except for the
advancement of Loan proceeds described in Section 2.2 hereof, all
subsequent draw requests submitted by Borrower shall be in writing and
shall be delivered to Lender no later than ten (10) days prior to the
requested date of disbursement.
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2.2 PRESENT DISBURSEMENT. Lender has, as of the date hereof, advanced to
Borrower the sum of Five Million and No/100 ($5,000,000.00) Dollars,
which advancement is evidenced by and is part of the Note.
2.3 INTEREST AND REPAYMENT TERMS. The principal amount of the Loan shall
be payable in accordance with, and interest on said principal amount
shall accrue at the rate specified in and shall be payable in
accordance with, the provisions of the Note.
2.4 USE OF PROCEEDS. Borrower shall use the proceeds of the Loan to make
capital contributions to WMA Life Insurance Company Limited, a Bermuda
corporation and a wholly-owned subsidiary of Borrower ("WMALIC"), who
in turn shall use the same to fulfill its settlement obligations to
Western Reserve Life Assurance Co. of Ohio, an Ohio corporation ("WRL")
pursuant to that certain (i) Automatic Reinsurance Agreement No. 1
dated July 9, 1996, by and between WMALIC and WRL; (ii) Automatic
Variable Annuity Reinsurance Agreement dated January 1, 1998 by and
between WMALIC and WRL; and (iii) Automatic Variable Universal Life
Reinsurance Agreement dated April 1, 1998 by and between WMALIC and
WRL; the foregoing agreements being collectively referred to herein as
the "Reinsurance Agreements".
ARTICLE 3
GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER
Borrower hereby represents, covenants and warrants to Lender as
follows:
3.1 SOLVENCY. Borrower now has and will continue to maintain during the
term of this Agreement capital sufficient to conduct the business
transactions in which it is currently engaged or as contemplated
hereunder to be engaged, and is and will continue to be during the
term of this Agreement solvent and able to pay its debts as they
mature, and Borrower now owns and will maintain during the term of
this Agreement property whose fair saleable value is greater than the
amount required to pay the indebtedness evidenced by the Note, or such
amounts as are advanced therewith.
3.2 PENDING LITIGATION. There are no actions, suits or proceedings pending
or threatened against or affecting Borrower, or involving the validity
or enforceability of any of the Credit Documents or the priority of
the lien thereof, at law or in equity, or before any governmental, or
administrative agency.
3.3 VIOLATIONS OF REQUIREMENTS. Borrower is not in default with or in
violation of any Requirement, and shall during the terms of this
Agreement comply promptly with each and every Requirement and shall
furnish Lender, on demand, independent evidence of such compliance.
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3.4 MISREPRESENTATIONS. Neither this Agreement nor any of the other Credit
Documents, in each case as of its date, contains any untrue statement
of a material fact or omits to state a material fact necessary in
order to make the statements contained herein and therein not
misleading.
3.5 BORROWER'S ACTS: Borrower has done no act or omitted to do any act
which might prevent Lender from or limit Lender in, acting under any
of the provisions hereof.
ARTICLE 4
GENERAL AFFIRMATIVE COVENANTS OF BORROWER
Borrower hereby covenants and agrees with Lender as follows:
4.1 PAYMENT OF NOTE. Borrower shall punctually pay the principal and
interest on the Note and all of the other Obligations in accordance
with the terms hereof and of the other Credit Documents.
4.2 CHANGE OF ADDRESS. If at any time hereafter, Borrower elects to move,
Borrower shall, prior to such move, give Lender thirty (30) days prior
written notice.
4.3 NOTICE OF DEFAULTS. Borrower shall promptly give notice in writing to
Lender of (a) the occurrence of any Event of Default under this
Agreement or any of the other Credit Documents or of any event of
default under any material instrument or other agreement of Borrower,
(b) any litigation, proceeding, investigation or dispute which may
exist at any time between Borrower and any governmental or regulatory
body which might substantially interfere with the normal business
operations of Borrower, and (c) all litigation and proceedings brought
against Borrower which, if adversely determined, would have a material
adverse effect on Borrower's operations or financial condition.
4.4 FINANCIAL STATEMENTS OF BORROWER. All financial statements of
Borrower, copies of which have heretofore been furnished to Lender, or
which shall hereinafter be furnished by Borrower to Lender, are and
shall be complete and are and shall fairly and accurately represent
the financial condition of Borrower, as of the dates and for the
periods referred to therein, and have been or shall be prepared in
accordance with generally accepted accounting principles applied on a
consistent basis throughout the period involved.
4.5 AMENDMENT OF REINSURANCE AGREEMENTS. In the event that Borrower fails
to pay the Note in accordance with the terms therein, Borrower
acknowledges and agrees that WRL shall have the right to amend, and
the Borrower shall consent to such amendment, the Reinsurance
Agreements to i) cause a recapture of business previously ceded to
WRL, the value of which is to be determined using pricing assumptions
previously disclosed by WRL to WMALIC, Limited, sufficient to repay
the Note, and ii) reduce the quota share percentages of the
Reinsurance Agreements with regard to new business in a manner
reasonably designed to eliminate the need for additional surplus or
cash needs; provided, however, that the Reinsurance Agreements
themselves shall continue in full force and effect otherwise. At such
time that WMALIC is able to demonstrate to WRL that it has adequate
additional surplus and cash, the parties shall agree to amend the
quota share percentages to the amounts the parties had originally
agreed.
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ARTICLE 5
5 EVENTS OF DEFAULT
The occurrence of any events or conditions described in
Sections 5.1 through 5. shall constitute an Event of Default hereunder,
provided that any requirement for the giving of notice or the lapse of time, or
both, has been satisfied.
5.1 NOTE. Borrower shall fail to make payment of principal of or interest
on, the Note, when the same shall become due and payable, whether by
default, maturity or otherwise.
5.2 OBLIGATIONS. Borrower shall fail to make any payments of principal of
or interest on any of the Obligations, when the same shall become due
and payable, whether by default, maturity or otherwise.
5.3 MISREPRESENTATIONS. Any representation, warranty or statement made by
Borrower herein or in the Note is or proves to have been incorrect,
untrue or misleading in any material respect when made, or becomes
incorrect, untrue or misleading in any material respect at any time
any amount remains unpaid on account of any of the Obligations.
5.4 COVENANTS. Borrower fails to keep, observe, perform, carry out or
execute in every particular its respective covenants, agreements,
obligations or conditions contained in this Agreement or in the Note.
5.5 VOLUNTARY BANKRUPTCY. Borrower shall file a voluntary petition in
bankruptcy or a voluntary petition or answer seeking liquidation,
reorganization, arrangement or readjustment of its debts, or for any
other relief under the Bankruptcy Code, or under any other act or law
pertaining to insolvency or debtor relief, whether state, Federal or
foreign, now or hereafter existing; Borrower shall enter into any
agreement indicating its consent to, approval of, or acquiescence in,
any such petition or proceeding; Borrower shall apply for or permit
the appointment by consent or acquiescence of a receiver, custodian or
trustee of Borrower for all or a substantial part of its property;
Borrower shall make an assignment for the benefit of its creditors;
Borrower shall be unable or shall fail to pay its debts generally as
such debts become due; Borrower shall commit any act which would
provide grounds for the entry of an order for relief under any chapter
of the Bankruptcy Code.
5.6 INVOLUNTARY BANKRUPTCY. There shall have been filed against Borrower
an involuntary petition in bankruptcy or seeking liquidation,
reorganization, arrangement or readjustment of its debts or for any
other relief under the Bankruptcy Code, or under any other act or law
pertaining to insolvency or debtor relief, whether state, Federal or
foreign, now or hereafter existing; Borrower shall suffer or permit
the involuntary appointment of a receiver, custodian or trustee of
Borrower for all or a substantial part of its property; Borrower shall
suffer or permit the issuance of a warrant of attachment or
garnishment, execution or similar process
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against all or any substantial part of the property of Borrower; or
Borrower shall commit any act which would provide grounds for the
entry of an order for relief under any chapter of the Bankruptcy Code.
5.7 JUDGEMENTS. If a judgement for the payment of money in excess of
$50,000 shall have been rendered by any court of competent
jurisdiction against Borrower and the same shall not have been
discharged or varied or execution thereunder stayed, whether pursuant
to appeal or otherwise, within ninety (90) days of the entry thereof,
or if any order, ruling or direction of any competent authority is
issued with respect to Borrower which materially adversely affects
Borrower or which requires a substantial or material adverse change in
the business or affairs of Borrower or any material disposition of
assets of Borrower.
5.8 TAX LIENS. If any federal tax lien is filed of record against Borrower
and is not bonded or discharged within ninety (90) days.
5.9 DEEMED INSECURE. Lender, at any time and in good faith, shall deem
itself insecure (and for purposes of this Agreement, Lender shall be
entitled to deem itself insecure when some event occurs, fails to
occur, or is threatened or some objective condition exists or is
threatened which materially impairs the prospects that any of the
Obligations will not be paid when due, or which materially affects the
financial or business condition or results of operations of the
Borrower).
5.10 EVIDENCE OF NO DEFAULT. Lender shall reasonably suspect the occurrence
of one or more of the aforesaid Events of Default and Borrower, upon
request of Lender, shall fail to promptly provide evidence reasonably
satisfactory to Lender that any such Event of Default has not in fact
occurred.
5.11 NOTICE AND CURE. Notwithstanding anything herein contained to the
contrary, Borrower shall have five (5) business days following receipt
of written notice thereof from Lender arising out of the non-payment
of money within which to cure such monetary Event of Default. In the
event of a Event of Default arising under Sections 5.4, 5.7, 5.8 and
5.9 hereof, Borrower shall have thirty (30) business days following
receipt of written notice thereof from Lender within which to cure
such Event(s) of Default, provided, however, that if an Event of
Default occurs which may not reasonably be cured within said thirty
(30) business days after notice thereof, the occurrence of such Event
of Default will not constitute an Event of Default hereunder so long
as efforts are commenced within said thirty (30) business day period
to cure such Event of Default and thereafter diligently pursued until
cure is accomplished, provided, however, in no event shall (i) such
cure period extend beyond ninety (90) days from the date on which
Borrower receives written notice from Lender of such Event of Default;
and (ii) said extended cure period shall apply only if there exists a
reasonable likelihood that such Event of Default can be cured within
said ninety (90) day period. The notice and cure rights herein granted
shall not apply to defaults arising under Sections 5.5 and 5.6 hereof.
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ARTICLE 6
REMEDIES
Upon the occurrence of any one or more Events of Default, Lender's
obligation to extend any financing under this Agreement shall immediately
cease; provided, however, that if such Event of Default is cured within any
applicable notice and cure period, then such obligation shall be reinstated as
of the date of such Event of Default is cured or written waiver thereof is
executed by Lender. Upon the occurrence or existence of any Event of Default,
which is not cured within the applicable notice and cure period, if any, set
forth herein, or at any time thereafter, at its option and in addition to and
not in lieu of any remedies provided for in the Credit documents, or any other
statute or rule of law or equity, all of which may be exercised successively or
concurrently, Lender shall be entitled to exercise any and all remedies
available to it at law or in equity.
ARTICLE 7
GENERAL OBLIGATIONS
The following conditions shall be applicable throughout the term of
this Agreement, to this Agreement and to the other Credit Documents:
7.1 RIGHTS OF THIRD PARTIES. All conditions of the obligations of Lender
hereunder and under any of the other Credit Documents, including the
obligation to make advances, are imposed solely and exclusively for
the benefit of Borrower and its successors and assigns and no other
person or entity shall have standing to require satisfaction of such
conditions in accordance with their terms or be entitled to assume
that Lender will refuse to make advances in the absence of strict
compliance with any or all thereof, and no other person or entity
shall, under any circumstances by deemed to be a beneficiary of such
conditions, any and all of which may be freely waived in whole or in
part by Lender at any time if in its sole discretion it deems it
desirable to do so. Borrower shall and does indemnify Lender from and
against any liabilities, claims or losses resulting from the
disbursement of the proceeds of the Loan. This provision shall survive
the repayment of the Loan and shall continue in full force and effect
so long as the possibility of such liabilities, claims or losses
exists.
7.2 EVIDENCE OF SATISFACTION OF CONDITIONS. Any condition of this
Agreement or any of the other Credit Documents which requires the
submission of evidence of the existence or non-existence of a
specified fact or facts implied as a condition the existence or
non-existence, as the case may be, of such fact or facts, and Lender
shall, at all times, be free independently to establish to its
satisfaction and in its absolute discretion such existence or
non-existence.
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7.3 NO AGENCY. Lender is not the agent or representative of Borrower, and
Borrower is not the agent or representative of Lender, and nothing in
this Agreement or any of the other Credit Documents shall be construed
to make Lender liable to anyone for goods delivered to or labor or
services performed upon any property of Borrower or for debts or
claims accruing against Borrower.
7.4 NO PARTNERSHIP OR JOINT VENTURE OR CONTROL RELATIONSHIP. Neither this
Agreement nor any of the other Credit Documents shall in any respect be
interpreted, deemed or construed as making Lender a partner or joint
venturer with, or providing Lender with any rights to control the
business or conduct of Borrower (or any entities related to or
affiliated with Borrower) or to influence decisions relating the
Borrower's business operations or the business operations of any
entities related to or affiliated with Borrower, or creating any
similar relationship or entity, and Borrower agrees that it will not
make any contrary assertion, contention, claim or counterclaim in any
action, suit or other legal proceeding involving Lender and Borrower.
7.5 NO ASSIGNMENT BY BORROWER. This Agreement and the other Credit
Documents may not be assigned by Borrower without the written consent
of Lender. If Lender approves any such assignment by Borrower, Lender
shall be entitled to make advances to such assignee and such advances
shall be evidenced by the Note and secured by the Credit Documents.
Borrower shall remain liable for payment of all sums advanced
hereunder before and after such assignment.
7.6 ASSIGNMENT BY LENDER. The Note, this Agreement, and any and all of the
other Credit Documents may be endorsed, assigned, and transferred in
whole or in part by Lender, and any such holder and assignee of same
shall succeed to and be possessed of the rights of Lender under all of
the same to the extent transferred and assigned.
7.7 ENTIRE AGREEMENT. This Agreement contains the entire terms of the
agreement between Borrower and Lender covering the disbursement of the
Loan and the use of the Loan by Borrower.
7.8 NOTICES. Any and all notices, elections, demands, requests and
responses thereto permitted or required to be given under this
Agreement or any of the other Credit Documents shall be in writing,
signed by or on behalf of the party giving the same, and shall be
deemed to have been properly given and shall be effective upon being
personally delivered, or upon being deposited in the United States
Post Office, postage prepaid, certified with return receipt requested,
to the other party at the address of such other party set forth below
or at such other address within the continental United States as such
other party may designate by notice specifically designated as a
notice of change of address and given in accordance herewith;
provided, however, that the time period in which any response to any
such notice, election, demand or request must be given shall commence
on the date of receipt thereof; and provided further that no notice of
change of address shall be effective until the date of receipt
thereof. Personal delivery to a party or to any officer, partner,
agent or employee of such party at such address shall constitute
receipt. Rejection or other refusal to accept or inability to deliver
because of changed address of which no notice has been received shall
also
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constitute receipt. Any such notice, election, demand, request or
response, if given to Lender shall be addressed as follows:
Money Services, Inc.
0000 Xxxxxxxx Xxxx, X. X.
Xxxxx Xxxxxx, Xxxx 00000
Attention: Xxxxxxx XxXxxxx
and, if given to Borrower, shall be addressed as follows:
The WMA Corporation
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
7.9 SUCCESSORS AND ASSIGNS INCLUDED IN PARTIES. Whenever in this Agreement
or in any other Credit Document any party is named or referred to, the
heirs, executors, legal representatives, successors, successors-in-
title and assigns of such parties shall be included, and all covenants
and agreements contained in this Agreement or in any other Credit
Document by or on behalf of Borrower or by or on behalf of Lender shall
bind and inure to the benefit of their respective heirs, executors,
legal representatives, successors, successors-in-title and assigns
whether so expressed or not; provided, however, that nothing contained
in this Agreement or in any other Credit Document shall or shall be
deemed to limit or act in derogation of any restriction on transfer or
assignment impressed upon Borrower in any of the Credit Documents.
7.10 HEADINGS. The headings of the articles, paragraphs and subparagraphs
of this Agreement and the other Credit Documents are for the
convenience of reference only, are not to be considered a part hereof
or thereof and shall not limit or otherwise affect any of the terms
hereof or thereof.
7.11 INVALID PROVISION TO AFFECT NO OTHERS. In fulfillment of any provision
hereof or in any of the Credit Documents or any transaction related
thereto at the time performance of such provision shall be due, shall
involve transcending the limit of validity presently prescribed by any
applicable usury statute or any other applicable law, with regard to
obligations of like character and amount, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such
validity; and if any clause or provision herein or therein contained
operates or would prospectively operate to invalidate this Agreement
or any of the other Credit Documents, in whole or in part, then such
clause or provision only shall be held for naught,
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as though not herein or therein contained, and the remainder of this
Agreement or such other Credit Document shall remain operative and in
full force and effect.
7.12 NUMBER AND GENDER. Whenever the singular or plural number, or the
masculine, feminine or neuter gender is used herein or in any other
Credit Document, it shall equally include the other.
7.13 AMENDMENTS. Neither this Agreement nor any of the other Credit
Documents, nor any provisions hereof or thereof may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change,
waiver discharge or termination is sought.
7.14 GOVERNING LAW. This Agreement and the other Credit Documents shall be
governed by and construed in accordance with the laws of the State of
Iowa, except to the extent otherwise specified in any of the other
Credit Documents in which event the specification of governing law in
such other Credit Documents shall control.
7.15 NO WAIVER. No delay or failure on the part of any party hereto or to
any of the other Credit Documents of the exercise of any right or
remedy hereunder or thereunder shall operate as a waiver thereof, and
no single or partial exercise of any right or remedy hereunder or
thereunder shall preclude other or further exercise thereof or the
exercise of any other right or remedy. No action or forbearance by any
party contrary to the provisions of this Agreement or of any other
Credit Document shall be construed to constitute a waiver of any of
the express provisions hereof or thereof. Specifically, but without
limiting the foregoing provisions of this paragraph, Lender may waive
any Event of Default, and, in such event, such Event of Default shall
be deemed non-existent ab initio and shall have no effect upon this
Agreement; provided, however, that no such waiver shall be effective
whatsoever unless the same is in writing, specifically describes each
or Event of Default waived and is duly executed by an officer of
Lender.
7.16 NO WAIVER OF CONDITIONS TO ADVANCES. No advance of proceeds hereunder
shall constitute a waiver of any of the conditions to any obligation
of Lender to make further advancer nor, in the event Borrower is
unable to satisfy any such condition, shall any such advance have the
effect of precluding Lender from thereafter declaring such inability
to be an Event of Default.
7.17 MAXIMUM INTEREST RATE. Anything in the Note, this Agreement or any of
the other Credit Documents to the contrary notwithstanding, it is
understood and agreed by the parties that, if by reason of
acceleration or otherwise, interest paid or contracted to be paid by
Borrower on the loan shall exceed the maximum amount permitted by
applicable law, the excess shall be credited on interest accrued or
principal, or both, so that such interest shall not exceed the maximum
amount permitted by such law, provided that this paragraph shall not
have any
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effect if there is no applicable law regulating the amount of interest
which can be paid on the Loan or if no usury defense is available to
Borrower.
7.18 LENDER'S LIABILITY. No action shall be commenced by Borrower for any
claim against Lender under the terms of this Agreement or any of the
other Credit Documents unless notice thereof, specifically setting
forth the claim of Borrower, shall have been given to Lender within
fifteen (15) days after the occurrence of the event or omission which
Borrower alleges gave rise to such claim, and failure to give such
notice shall constitute a waiver of any such claim. The liability of
Lender to Borrower for any breach of the terms of this Agreement or
any of the other Credit Documents by Lender shall not exceed a sum
equal to the amount which Lender shall have failed to advance in
consequence of a breach by Lender of its obligations under this
Agreement or any of the other Credit Documents, together with interest
thereon at the rate payable by Borrower for advances which Borrower is
to receive hereunder on the Loan, computed from the date when the
advance should have been made by Lender to the date when the advance
is, in fact, made by Lender, and, upon the making of any such payment
by Lender to Borrower, the same shall be treated as an advance under
the Lender, in the same fashion as any other advance on the Loan under
the terms of this Agreement.
7.19 SUMS HELD BY LENDER. Lender shall not, except to the extent required
by law or otherwise provided in any Credit Document, have any
obligation to pay interest on any sums from time to time deposited by
Borrower with Lender, or otherwise collected by Lender, pursuant to
this Agreement or any of the other Credit Documents.
7.20 CONFLICT WITH CREDIT DOCUMENTS. Except as otherwise specifically set
forth herein or in the other Credit Documents, in the event of any
conflict between the provisions hereof and any of the other Credit
Documents, the provisions hereof shall govern but, in the absence of
conflict, nothing herein shall restrict the rights or remedies of
Lender under any of the other Credit Documents.
7.21 CONSTRUCTION OF AGREEMENT. No provision of this Agreement or of any
other Credit Document shall be construed against or interpreted to the
disadvantage of any party hereto or thereto by any court or other
governmental or judicial authority by reason of such party having or
being deemed to have structured or dictated such provision.
7.22 PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made under
the Note or any other Credit Document shall be stated to be due on a
Saturday, Sunday, or a public holiday under the laws of the State of
Iowa, such payment may be made on the next succeeding business day,
and such extension of time shall in such case be included in the
computation of payment of interest under the Note or such other Credit
Document.
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IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement
under seal as of the date first above written.
LENDER:
MONEY SERVICES, INC.
AN DELAWARE CORPORATION
BY: /s/ XXXXXXX XXXXXXX
---------------------------------
NAME: Xxxxxxx XxXxxxx
TITLE: President
(CORPORATE SEAL)
BORROWER:
THE WMA CORPORATION
A GEORGIA CORPORATION
BY: /s/ XXXXXX X. XXXXXXXXXX
---------------------------------
NAME: Xxxxxx X. Xxxxxxxxxx
TITLE: Executive Vice-President
(CORPORATE SEAL)
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