Exhibit (a)(12)
OWNER OF COLLATERAL
[LETTERHEAD OF CHEMUNG ------------------------------------
CANAL TRUST COMPANY] Xxxxxx Xxxxx GUARANTY
SECURITY
ADDRESS AGREEMENT
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000 Xxxxxx Xxx.
Xxxxxx, XX 00000-0000
TELEPHONE NO. IDENTIFICATION NO.
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734-0102
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BORROWER LOCATION OF COLLATERAL
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Xxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx
ADDRESS
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000 Xxxxx X Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
TELEPHONE NO. IDENTIFICATION NO.
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735-4555
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1. SECURITY INTEREST. For good and valuable consideration, Owner of
Collateral ("Owner") grants to lender identified above a continuing security
interest in the Collateral described below to secure the obligations described
in this Agreement.
2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all present and future indebtedness, liabilities, obligations, and covenants of
Owner to Lender (collectively "Obligations") pursuant to:
a. this Security Agreement;
b. a continuing guaranty dated MAY 1, 1998 executed by Owner
guaranteeing the obligations and liabilities of the Borrower
described therein;
c. |_| If checked, all other present or future evidences of
indebtedness, agreements, instruments, guaranties or otherwise of
Owner to Lender (whether executed for the same or different purposes
than the foregoing); and
d. all repeated amendments, extensions, renewals, modifications,
replacements or substitutions to any of the foregoing.
3. COLLATERAL. The Collateral shall consist of all of the following
described property and Owner's rights, title and interest in such property
whether now or hereafter existing or now owned or hereafter acquired by Owner
and wheresoever located (collectively the "Collateral"):
|_| All accounts and contract rights including, but not limited to, the
accounts and contract rights described on Schedule A attached hereto and
incorporated herein by this reference;
|_| All chattel paper including, but not limited to, the chattel paper
described on Schedule A attached hereto and incorporated herein by this
reference;
|_| All documents including, but not limited to, the documents described on
Schedule A attached hereto and incorporated herein by this reference;
|_| All equipment, including, but not limited to, the equipment described on
Schedule A attached hereto and incorporated herein by this reference;
|_| All fixtures, including, but not limited to, the fixtures located or to be
located on the real property described on Schedule B attached hereto and
incorporated herein by this reference;
|_| All farm products, including, but not limited to:
All farm supplies including, but not limited to, __________________;
All ______________________________________________ and other crops
grown, growing, or to be grown in __________________________________
_______________________________ county(ies) in the state of
___________________________ and elsewhere including but not limited
to, the crops grown, growing or to be grown on the real property
described on Schedule B attached hereto and incorporated herein by
this reference;
All ________________________________________ and other livestock and
the born and unborn offspring thereof including, but not limited to,
the livestock described on Schedule A attached hereto and
incorporated herein by this reference; and
All inventory, equipment and fixtures
____________________________________ and other products from the
foregoing crops and livestock in their unmanufactured or
manufactured states;
|_| All payments or consideration of any kind or nature, or the right to
receive the same, which Owner may now or in the future receive or be
entitled to receive by virtue of the enrollment or participation by Owner,
by Owner's business, or any of Owner's real or personal property in any
program of any federal, state, or local government or agency, including,
without limitation, deficiency payments, payment-in-kind payments,
Commodity Credit Corporation loan payments, government entitlements, and
any other similar payments, rights or entitlements;
|_| All general intangibles including, but not limited to, the general
intangibles described on Schedule A attached hereto and incorporated
herein by this reference;
|_| All instruments including, but not limited to, the instruments described
on Schedule A attached hereto and incorporated herein by this reference;
|_| All inventory including, but not limited to, the inventory described on
Schedule A attached hereto and incorporated herein by this reference;
|_| All minerals or the like and accounts resulting from sales at the wellhead
or minehead located on or related to the real property described on
Schedule B attached hereto and incorporated by this reference;
|_| All standing timber which is to be cut and removed under a conveyance or
contract located on the real property described on Schedule B attached
hereto and incorporated herein by this reference;
|_| Other;
The property described on Schedule A,
All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding XXX, Xxxxx,
trust accounts, and deposit accounts subject to tax penalties if so assigned);
All monies or instruments pertaining to the Collateral described above;
All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;
All proceeds and products of any of the above;
All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and
All books and records pertaining to any of the above.
4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security or federal
taxpayer identification number is: ###-##-####.
5. RESIDENCY/LEGAL STATUS. Owner is an individual and a resident of the
state of: New York. Owner is a: |_| Corporation |_| Partnership |_| Non-Profit
Association duly organized, validly existing and in good standing under the laws
of the state of: n/a.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. Owner represents, warrants
and covenants to Lender that:
(a) Owner is and shall remain the sole owner of the Collateral:
(b) Neither Owner nor, to the best of Owner's knowledge, any other party
has used, generated, released, discharged, stored, or disposed of
any hazardous waste, toxic substance, or related material
(cumulatively "Hazardous materials") or transported any Hazardous
Materials across the property. Owner shall not commit or permit such
actions to be taken in the future. The term "Hazardous Materials"
shall mean any substance, material, or waste which is or becomes
regulated by any governmental authority including, but not limited
to, (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls;
(iv) those substances, materials or wastes designated as a
"hazardous substance" pursuant to Section 311 of the Clean Water
Act or listed pursuant to Section 307 of the Clean Water Act or any
amendments or replacements to these statutes; (v) those substances,
materials or wastes defined as a "hazardous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act or any
amendments or replacements to that statute; or (vi) those
substances, materials or wastes defined as "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensations and Liability Act, or any amendments or replacements
to that statute;
(c) Owner's chief executive office, chief place of business, office
where its business records relating to the Collateral and the
Collateral are located, or residence is the address identified above
and have been such during the four (4) month period prior to the
date hereof. Owner's other executive offices, places of business,
locations of its business records, or domiciles are described on
Schedule C attached hereto and incorporated herein by this
reference. Owner shall immediately advise Lender in writing of any
change in or addition to the foregoing address;
(d) Owner shall not become a party to any restructuring of its form of
business or participate in any consolidation, merger, liquidation or
dissolution without Lender's prior written consent;
(e) Owner shall notify Lender of the nature of any intended change of
Owner's name, or the use of any tradename, and the effective date of
such change;
(f) the Collateral is and shall at all times remain free of all tax and
other liens, security interests, encumbrances and claims of any kind
except for those belonging to Lender and those described on Schedule
D attached thereto and incorporated herein by this reference.
Without waiving the event of default as a result thereof, Owner
shall take any action and execute any document need to discharge the
foregoing liens, security interest, encumbrances and claims;
(g) Owner shall defend the Collateral against all claims and demands of
all persons at any time claiming any interest therein;
(h) All of the goods, fixtures, minerals or the like, and standing
timber constituting the Collateral is and shall be located at
Owner's executive offices.
(i) Owner shall provide Lender with possession of all chattel paper and
instruments constituting the Collateral, and Owner shall promptly
xxxx all chattel paper, instruments, and documents, constituting the
Collateral to show that the same are subject to Lender's security
interest;
(j) All of Owner's accounts or contract rights; chattel paper;
documents; general intangibles; instruments; and federal, state,
county, and municipal government and other permits and licenses;
trusts, liens, contracts, leases, and agreements constituting the
Collateral are and shall be valid, genuine and legally enforceable
obligations and rights belonging to Owner against one or more third
parties and not subject to any claim, defense, set-off or
counterclaim of any kind;
(k) Owner shall not amend, modify, replace or substitute any account or
contract right; chattel paper; document; general intangible; or
instrument constituting the Collateral without the prior written
consent of Lender;
(l) Owner has the right and is duly authorized to enter into and perform
its obligations under this Agreement. Owner's execution and
performance of these obligations do not and shall not conflict with
the provisions of any statute, regulation, ordinance, rule of law,
contract or other agreement which may now or hereafter be binding on
Owner;
(m) No action or proceeding is pending against Owner which might result
in any material or adverse change in its business operations or
financial condition or materially affect the Collateral;
(n) Owner has not violated and shall not violate any applicable federal,
state, county or municipal statute, regulation or ordinance
(including but not limited to those governing Hazardous Materials)
which may materially and adversely affect its business operations or
financial condition or the Collateral;
(o) Owner shall, upon Lender's request, deposit all proceeds of the
Collateral into an account or accounts maintained by Owner or Lender
at Lender's institution;
(p) Owner shall, upon receipt, deliver to Lender as additional
Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reorganizations and recapitalizations; and
(q) This Agreement and the obligations described in this Agreement are
executed and incurred for business and not consumer purposes.
7. FARM PRODUCTS AFFIDAVITS. Owner shall provide Lender with a sworn
affidavit describing the names and addresses of each buyer, commission merchant
or selling agent who has purchased farm products from Owner during the last
three (3) years and the name and address of each buyer, commission merchant or
selling agent expected to purchase farm products from Owner during the next
eighteen (18) months upon the execution of this Agreement. Annual hereafter, and
immediately upon any material change in the information, Owner shall provide
Lender with a sworn affidavit describing the names and addresses of each buyer,
commission merchant or selling agent who are expected to purchase farm products
from Owner thereafter. Without limiting the foregoing, Owner shall provide
Lender with a sworn affadavit describing the names and addresses of each buyer,
commission merchant or selling agent who has purchased farm products from Owner
during the past year or who is expected to purchase farm products from Owner
within the next eighteen (18) months at the request of Lender on three (3) days
written notice.
8. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory of farm products to buyers in
the ordinary course of business. Notwithstanding the foregoing, Owner shall not
sell or otherwise dispose of any farm products and inventory constituting a
portion of the Collateral in the ordinary course of business without:
(a) Providing Lender with a detailed written description of the farm
products to be sold or otherwise disposed of, the consideration for
the sale or disposition, the date of the sale or disposition, and
the name and address of the buyer, commission merchant, or selling
agent at least seven (7) days prior to the sale or disposition date;
(b) Providing Lender with any other information and documents needed to
maintain its security interest in the farm products and its right to
receive the proceeds thereof under the Food Security Act of 1985,
National Wool Act of 1954, or other applicable law; and
(c) Preserving and assigning to Lender all of its trust and lien rights
under the Packers and Stockyard Act, Perishable Agricultural
Commodities Act and other applicable law.
9. NOTICES AND FILINGS. Owner authorizes Lender to provide oral or written
notice of its security interest in the farm products constituting a portion of
the Collateral to any potential buyer, commission merchant or selling agent of
the farm products or to any other person where Lender, in its sole discretion,
deems such notice to be reasonably necessary to protect its security interest
and to execute and record written notices of its security interest in the
Collateral in the recording system established by any state pursuant to the Food
Security Act of 1985 and in the recording system established by any state
pursuant to the Uniform Commercial Code.
10. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall at any time and
from time to time take all actions and execute all documents required by Lender
to attach, perfect and maintain its security interest in the Collateral and
establish and maintain its right to receive the payment of the proceeds of the
Collateral including, but not limited to, executing any financing statements,
fixture filings, continuation statements, notices of security interest and other
documents required by the Uniform Commercial Code and other applicable law.
Owner shall pay the costs of filing such documents in all offices wherever
filing or recording is deemed by Lender to be necessary or desirable. Lender
shall be entitled to perfect its security interest in the Collateral by filing
carbon, photographic or other reproductions of the aforementioned documents with
any authority required by the Uniform Commercial Code or other applicable law.
Owner authorizes Lender to execute and file any financing statements, as well as
extensions, renewals, and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.
11. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party and, following a default hereunder, to make payment to Lender.
12. COLLECTION OF INDEBTEDNESS FROM THIRD PARTIES. Lender shall be
entitled to notify, and upon the request of Lender, Owner shall notify any
account debtor or other third party (including, but not limited to, insurance
companies) to pay any indebtedness or obligation owing to Owner and constituting
the Collateral (cumulatively "indebtedness") to Lender whether or not a default
exits under this Agreement. Owner shall diligently collect the indebtedness
owing to Owner from its account debtors and other third parties until the giving
of such notification. In the event that Owner possesses or receives possession
of the instruments and other remittances with respect to the indebtedness
following the giving of such notification or if the instruments or other
remittances constitute the prepayment of any indebtedness or the payment of any
insurance proceeds, Owner shall hold such instruments and other remittances in
trust for Lender apart from its property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release any obligor or collateral upon, or otherwise
settle any of the indebtedness whether or not an event of default exists under
this Agreement. Lender shall not be liable to Owner for action, error, mistake,
omission or delay pertaining to the actions described in this paragraph or any
damages resulting therefrom.
13. POWER OF ATTORNEY. Owner hereby appoints Lender as its
attorney-in-fact to endorse Owner's name on all instruments and other
remittances payable to Owner with respect to the indebtedness or other documents
pertaining to Lender's actions in connection with the indebtedness. In addition
Lender shall be entitled, but not required, to perform any action or execute any
document required to be taken or executed by Owner under this Agreement.
Lender's performance of such action or execution of such documents shall not
relieve Owner from any obligation or cure any default under this Agreement. The
powers of attorney described in this paragraph are coupled with an interest and
are irrevocable.
14. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Owner shall ensure that Collateral which is not now a fixture does not become a
fixture. Without limiting the foregoing, all alterations, additions and
improvements made to the Collateral shall be subject to the security interest
belonging to Lender, shall not be removed without the prior written consent of
Lender, and shall be made at Owners sole expense. Owner shall take all actions
and make any repairs or replacements needed to maintain the Collateral in good
condition and working order.
15. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.
16. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists of a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicles with deductibles not to exceed $ n/a insurance
coverage obtained by Owner shall be from a licensed insurer subject to Lender's
approval. Owner shall assign to Lender all rights to receive proceeds of
insurance not exceeding the amount owed under the Obligations described above,
and direct the insurer to pay all proceeds directly to Lender. The insurance
policies shall require the insurance company to provide Lender with at least 30
days written notice before such policies are altered or cancelled in any manner.
The insurance policies shall name Lender as a loss payee and provide that no
action or omission of Owner or any other person shall affect the right of Lender
to be paid the insurance proceeds pertaining to the loss or damage of the
Collateral. In the event Owner fails to acquire or maintain insurance, Lender
(after providing notice as may be required bylaw) may in its discretion procure
appropriate insurance coverage upon the Collateral and charge the insurance cost
as an advance of principal under the promissory note. Owner shall furnish Lender
with evidence of insurance indicating the required coverage. Lender may act as
attorney-in-fact for Owner in making and settling claims under insurance
policies, canceling any policy or endorsing Owner's name on any draft or
negotiable instrument drawn by any insurer.
17. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's Obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorney's fees and legal expenses to the extent permitted by applicable law),
causes of action; actions, suits and other legal proceedings (cumulatively
"Claims") pertaining to its business operations or the Collateral including, but
not limited to, those arising from Lender's performance of Owner's Obligations
with respect to the Collateral. Owner, upon the request of Lender, shall hire
legal counsel to defend Lender from such Claims, and pay the attorneys' fees,
legal expenses and other costs to the extent permitted by applicable law,
incurred in connection therewith. In the alternative, Lender shall be entitled
to employ its own legal counsel to defend such Claims at Owner's cost.
18. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns
and pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.
19. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.
20. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner:
(a) fails to make any payment under this Agreement any continuing
guarantee secured by this Agreement, or any other indebtedness to
Lender when due;
(b) seeks to revoke, terminate or otherwise limit its liability under
any continuing guarantee;
(c) fails to perform any obligation or breaches any warranty or covenant
to Lender contained in this Agreement or any other present or future
written agreement regarding this or any other indebtedness to
Lender;
(d) provides or causes any false or misleading signature or
representation to be provided to Lender;
(e) allows the Collateral to be destroyed, lost or stolen, damaged in
any material respect, or subjected to seizure or confiscation;
(f) permits the entry or service of any garnishment, judgment, tax levy,
attachment or lien against Owner, any guarantor, or any of their
property;
(g) dies, becomes legally incompetent, is dissolved or terminated,
ceases to operate its business, becomes insolvent, makes an
assignment for the benefit of creditors, or becomes the subject of
any bankruptcy, insolvency or debtor rehabilitation proceeding;
(h) allows the Collateral to be used by anyone to transport or store
goods, the possession, transportation or use of which is illegal;
or
(i) causes Lender in good faith to deem itself insecure due to a
significant decline in the value of any of the Collateral.
21. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (excepts as required by law):
(a) to declare the Obligations immediately due and payable in full;
(b) to collect the outstanding Obligations with or without resorting to
judicial process;
(c) to change Owner's mailing address, open Owner's mail, and retain any
instruments or other remittances constituting the Collateral
contained therein;
(d) to take possession of any Collateral in any manner permitted by law;
(e) to apply for and obtain, without notice and upon ex parte
application, the appointment of a receiver for the Collateral
without regard to Owner's financial condition or solvency, the
adequacy of the Collateral to secure the payment or performance of
the obligations, or the existence of any waste to the Collateral;
(f) to require Owner to deliver and make available to Lender any
Collateral at a place reasonably convenient to Owner and Lender;
(g) to sell, lease or otherwise dispose of any Collateral and collect
any deficiency balance with or without resorting to legal process;
(h) to set-off Owner's obligations against any amounts due to Owner
including, but not limited to, monies, instruments, and deposit
accounts maintained with Lender, and
(i) to exercise all other rights available to Lender under any other
written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order. If notice to Owner of intended disposition of Collateral is required
by law, Lender will provide reasonable notification of the time and place of any
sale or intended disposition as required under the Uniform Commercial Code. In
the event that Lender institutes an action to recover any Collateral or seeks
recovery of any Collateral by way of prejudgment remedy in an action against
Owner, Owner waives the posting of any bond which might otherwise be required.
Upon default, Owner shall segregate all proceeds of Collateral and hold such
proceeds in trust for Lender. Lender's remedies under this paragraph are in
addition to those at common law, such as setoff.
22. APPLICATION OR PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorney's fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the
remaining Obligations in whatever order Lender chooses.
23. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.
24. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.
25. MODIFICATION AND WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in a
writing signed by Lender. Lender may perform any of Owner's Obligations or delay
or fail to exercise any of its rights without causing a waiver of those
Obligations or rights. A waiver on one occasion shall not constitute a waiver on
any other occasion. Owner's Obligations under this Agreement shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases any of the obligations belonging to any Owner or third party or any of
its rights against any Owner, third party or Collateral.
26. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.
27. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.
28. SEVERABILITY. If any provision of this Agreement violates the law or
is unenforceable, the rest of the Agreement shall remain valid.
29. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding pertaining to the negotiation, execution,
performance or enforcement of any term or condition contained in this Agreement
or any related document and agrees not to commence or seek to remove such legal
proceeding in or to a different court.
30. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement, Owner
agrees to pay Lender's reasonable attorneys' fees and collection costs.
31. MISCELLANEOUS. This Agreement is executed for commercial/agricultural
purposes. Owner shall supply information regarding Owner's business operations
and financial condition or the Collateral in the form and manner as requested by
Lender from time to time. All information furnished by Owner to Lender shall be
true, accurate and complete in all respects. Owner and Lender agree that time is
of the essence. Owner waives presentment, demand for payment, notice of dishonor
and protest except as required by law. All references to Owner in this Agreement
shall include all parties signing below except Lender. This Agreement shall be
binding upon the heirs, successors and assigns of Owners and Lender. If there is
more than one Owner, their obligations shall be joint and several. This
Agreement shall remain in full force and effect until Lender provides Owner with
written notice of termination. This Agreement and any related documents
represent the complex and integrated understanding between Owner and Lender
pertaining to the terms and conditions of those documents.
32. WAIVER OF PERSONAL SERVICE OF ANY PROCESS. Service may be made by
certified or registered mail at the address set forth herein. Owner shall appear
or answer within thirty (30) days of receipt of service. If Owner fails to
appear, Owner shall be deemed in default and judgment may be entered.
33. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
CONTINUING GUARANTY(S), THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN(S) TO
BORROWER.
34. ADDITIONAL TERMS.
Owner acknowledges that Owner has read, understands, and agrees to the terms and
conditions of this Agreement.
Dated:
LENDER: Chemung Canal Trust Company
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Xxxxx
EVP
OWNER: Xxxxxx Xxxxx OWNER:
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Xxxxxx Xxxxx
OWNER: OWNER:
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SCHEDULE A
CCTC Trust Department Investment Management Acct. #00-0000-00 to the extent of
$1,000,000.
SCHEDULE B
Record Owner Name:
SCHEDULE C
SCHEDULE D
