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HomeMy WebLinkAboutResolution #4062 (2) - ipava state bank ��' ���� ..4_[?.. �.� LOAN NUMBER LOAN NAME ACCT.NUMBER NOTE DATE INITIALS 406871-10 City Of Canton 06/09/14 440260 NOTE AMOUNT INDEX(w/Marginl RATE MATURITY DATE LOAN PURPOSE 5650,000.00 Not Applicable 2.000°� 12/10/14 Commercial Creditor Use Only PROMISSORY NOTE (Commercial-Draw) DATE AND PARTIES. The date of this Promissory Note(Note)is June 9, 2014. The parties and their addresses are: LENDER: IPAVA STATE BANK 123 E. Pine Canton,IL 61520 Telephone: 1309) 647-3288 BORROWER: O D CITY OF CANTON 2 N.Main St Canton,IL 61520 1.DEFINITIONS. As used in this Note,the terms have the following meanings: A. Pronouns. The pronouns "I," "me," and "my" refer to each Borrower signing this Note, individually and together with their heirs, successors and assigns, and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this Note. "You" and "Your" refer to the Lender, any participants or syndicators,successors and assigns,or any person or company that acquires an interest in the Loan. B.Note. Note refers to this document,and any extensions,renewals,modifications and substitutions of this Note, C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications,security agreements,disclosures or notes,and this Note, D.Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan. E.Property. Property is any property,real,personal or intangible,that secures my performance of the obligations of this Loan. F.Percent. Rates and rate change limitations are expressed as annualized percentages. G.Doller Amounts. All dollar amounts will be payable in lawful money of the United States of America. 2.PROMISE TO PAY. For value received, I promise to pay you or your order,at your address,or at such other location as you may designate,amounts advanced from time to time under the terms of this Note up to the maximum total principal balance of $650,000.00(Principal►, plus interest from the date of disbursement, on the unpaid outstanding Principal balance until this Note is paid in full and you have no further ohligations to make advances to me under the Loan. 3.ADVANCES. Advances under this Note are made according to the following terms and conditions. A.Requesta for Advances. My requests are a warranty that I am in compliance with all the Loan Documents, When required by you for a particular method of advance,my requests for an advance must specify the requested amount and the date and be accompanied with any agreements,documents,and instruments that you require for the Loan. Any payment by you of any check, share draft or other charge may, at your option, constitute an advance on the Loan to me. All advances will be made in United States dollars. I will indemnify you and hold you harmless for your reliance on any request for advances that you reasonabiy believe to be genuine. To the extent permitted by law, I will indemnify you and hold you harmless when the person making any request represents that I authorized this person to request an advance even when this person is unauthorized or this person's signature is not genuine. I or anyone I authorize to act on my behalf may request advances by the following methods. 111 I make a request in person. (2)I make a request by phone. (3�I make a request 6y mail. 14)I write a check or share draft. B.Advance Limitations. In addition to any other Loan conditions,requests for,and access to,advances are subject to the following limitations. (1)Discretionary Advances. You will make all Loan advances at your sole discretion. 12)Advance Amount. Subject to the terms and conditions contained in this Note,advances will be made in exactly the amount I request. (3) Cut-Off Time. Requests for an advance received before 3:00:00 PM will be made on any day that you are open for business, on the day for which the advance is requested. (4)Disbursement of Advances, On my fulfiliment of this Note's terms and conditions,you will disburse the advance in any manner as you and I agree. (5) Credit Limit. I understand that you will not ordinarily grant a request for an advance that would cause the unpaid principal of my Loan to be greater than the Principal limit. You may, at your option,grant such a request without obligating yourselves to do so in the future. I will pay any overadvances in addition to my regularly scheduled payments. I will repay any overadvance 6y repaying you in full within days after the overadvance occurs. (6)Records. Your records will be conclusive evidence as to the amount of advances,the Loan's unpaid principal balances and the accrued interest. C.Additional Conditions. The conditions for future advances are as needed for business purposes and at the discretion of the Ipava State Bank 4.INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 2.000 percent�Interest Rate►. A. Post-Maturity Interest. After maturity or acceleration, interest will accrue on the unpaid Principal balance of this Note at the Interest Rate in eftect from time to time,plus an additional 5.000 percent,until paid in full. B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest ailowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me. C.Statutory Authority. The amount assessed or collected on this Note is authorized by the Illinois usury laws under 815 ILCS 205. D.Accrual. Interest accrues using an Actual/360 days counting method. 6.REMEDIAL CHARGES. In addition to interest or other tinance charges,I agree that I will pay these additional fees based on my method and pattern ot payment. Additional remediai charges may be described elsewhere in this Note. A.Minimum Finance Cherge-Commercial/Ag. Aln)Minimum Finance Charge-Commercial/Ag equal to $25.00. B. PAYMENT. I agree to pay this Note on demand, but if no demand is made, I agree to pay this Note in a single payment of all unpaid Principal and accrued interest on December 10, 2014. Payments will be rounded to the nearest S.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31 st day of a month that contains no such day will,instead,be made on the last day of such month. 7.PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full, City Of Canton Illinois Promissory Note Initials IL/4XJBISHOP00000000000674006N Wolters Kluwer Financial Services m1996,2014 Bankers SystemsT'" Page 1 � 18.INTERPRETATION. Whenever used,the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note. 19. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one Borrower will be deemed to be notice to all Borrowers. I will inform you in writing of any change in my name, address or other application information. I will provide you any correct and complete financial statements or other information you request. I agree to sign,deliver,and file any additional documents or certifications thai you may consider necessary to perfect,continue,and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the essence. 20.CREDIT INFORMATION. 1 agree to supply you with whatever information you reasonably request. You will make requests for this information without undue frequency,and will give me reasonable time in which to supply the information. 21. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, if necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of illustration and not limitation,actual expenses,legal fees and marketing losses for failing to reasonably comply with your requests within thirty(30)days. 22.WAIVER OF JURY TRIAL. All of the parties to this Note knowingly and intentionally,irrevocably and unconditionally, waive any and all right to a trial by jury in eny litigation arising out of or concerning this Note or any other Loan Document or related obligation. All of these parties acknowledge that this section has either been brought to the attention of each party's legal counsel or thet each party had the opportunity to do sa. CONFESSION OF JUDGMENT. If I default, I authorize any attorney to appear in a court of record and confess judgment against me in fevor of you. The confession of judgment may be without process and for any amount due on this Note including collection costs and reasonable attorneys' fees. This ia in addition 23.SIGNATURES. By signing,I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note. BORROWER; City Of Canton BY�4�.��.1���7 Date Q(�/0� pl� Jeffrey A. r ,May r By� 1. 1����1L�1,..�-`.� Date � ( Kathleen A. Luker,City Treasurer City Of Canton Illinois Promiasory Note Initials IL/4XJBISHOP00000000000674006N Wolters Kluwer Financial Services m1996, 2014 Bankers SystemsTM Page 3 8.LOAN PURPOSE. The purpose of this Loan is for a tax anticipation loan to be rspaid with tax revenues received in 2014. 9.DEFAULT. I understand that you may demand payment anytime at your discretion, For example,you may demand payment in full if any of the following events (known separately and collectively as an Event of Default)occur. A.Payments. I fail to make a payment in full when due. B. Insolvency or Benkruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co•signer, endorser,surety or guarantor of this Note or any other obligations I have with you, C.Feilure to Pertorm. I fail to perform any condition or to keep any promise or covenant of this Note. D.Other pocuments. A default occurs undar the terms of any other Loan Document. E.Other Agreementa. I am in default on any other debt or agreement I have with you. F. Misrepreaentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided. G.Judgment. I fail to satisfy or appeal any judgment against me. H.Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority. I.Name Change. I change my name or assume an additional name without notifying you before making such a change. J.Property Trenafer. I transfer all or a substantial part of my money or property. K.Property Value. You determine in good faith that the value of the Property has declined or is impaired. L. Insecurity. You determine in good faith that a material adverse change has occ�7tG$cl,in my financial condition from the conditions set forth in my most recent financial statement before the date of this Note or that tl��pprnepect?f�pa�ytmefit o�performance of the Loan is impaired for any reason. ��""+"�� S 6x.g F tr i� � :` 10,WAIVERS AND CONSENT. To the extent not prohibited by faw�I vvaive pro�est, �resentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor, A.Additional Waivers By Borrower. In addition, I, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take,and ge�erally waive defenses that may be available based on these actions or based on the status of a party to this Note. (1)You may renew or extend payments on this Note,regardless of the number of such renewals or extensions. (2)You may release any Borrower,endorser,guarantor,surety,accommodation makar or eny other co-signer. (3)You may release,substitute or impair any Property securing this Note, (4)You,or any institution participating in this Note,may invoke your right of set-off. �b) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases or participations. 16) I agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarantying or relating to this Note. B.No Waiver By Lender. Your course of dealing,or your forbearance from, or delay in,the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or any other Loan Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you. 11.REMEDIES. After l default,you may at your option do any one or more of the following. A.Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due. B.Sources. You may use any and all remedies you have under state or federal law or in any Loan Document. C.Insurance Benefits. You may make a claim for any arad all insurance benefits or refunds that may be available on my default. D. Payments Made On My Behelf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms of this Note,and accrue intarast at the highest post-maturity interest rate. E.Terminetion. You may terminate my rights to obtain advances or other extensions of credit by any of the methods provided in this Note. F.Sat-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Nota against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any rapurchase agreement or other non-deposit obligation. "Any amount due and payable under the terms of this Note" means the total amount to which you are entitled to demand payment under the terms of this Note at the time you set-off. Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, your right of sat•off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. G.Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy, You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again, 12. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after the occurrence of an Event of Default, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Note or any other Loan Document. Expenses include reasonable attorneys' fees. These expenses are due and payable immediately. If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided tor in the terms of this Note. All fees and expenses will be secured by the Property I have granted to you,if any. In addition, to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees incurred by you to protect your rights and interests in connection with any bankruptcy proceedings initiated by or against me. 13.COMMISSIONS. I understand and agree that you(or your affiliate) will earn commissions or fees on any insurance products, and may earn such fees on other services that I buy through you or your affiliate. 14.WARRANTIES AND REPRESENTATIONS. I have the right and authority to enter into this Note. The execution and delivery of this Note will not violate any agreement governing me or to which I am a party. 16. APPLICABLE LAW. This Note is governed by the laws of Illinois, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located,except to the extent such state laws are preempted by federal law. In the event of a dispute,the exclusive forum, venue and place of jurisdiction will be in Illinois,unless otherwise required by law. 16. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any other person who has also agreed to pay it. You may sua me alone, or anyone else who is obligated on the Loan, or any number of us together, to collect the Loan, Extending the Loan or new obligations under the Loan, will not affect my duty under the Loan and I wili still be obligated to pay the Loan. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns and shall be binding upon and enforceable against me and my personal representatives,successors, heirs and assigns. 17. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents are the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. No present or future agreement securing any other debt I owe you will secure the payment of this Loan if, with respect to thie loan,you fail to fulfill any necessary requirements or conform to any limitations of Regulations Z and X that are required for loans secured by the Property or if, as a result, this Loan would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007, City Of Canton Illinois Promissory Note Initials IL/4XJBISHOP00000000000674006N Wolters Kluwer Financial Services m1996, 2014 Bankers SystemsTM Page 2 RESOLUTION NO.4062 A RESOLUTION APPROVING A LINE OF CREDIT AGREEMENT WITH IPAVA STATE BANK(LENDER)AND THE CITY OF CANTON(BORROWER) WHEREAS,the Finance Committee has determined that since the property tax allocations will be late reaching the City this year, it is necessary and in the best interest of the City of Canton to seek a temporary line of credit up to $650,000.00 for the payment of general expenses and in anticipation that the property taY revenues will be received later in 2014; and WHEREAS,the Canton City Council has made a similar determination; and WHEREAS, the borrowing and expenditure of sums for such purpose is authorized by 65 ILCS 5/8-1-3.1 ofthe Illinois Municipal Code. NOW THEREFORE, IT IS RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: ]. That the Canton City Council hereby finds the foregoing recitals to be fact. 2. That the line of credit agreement attached to this Resolution as E�ibit A providing that the city of Canton borrow up to $650,000.00 from Ipava State Bank upon terms and conditions set forth is said agreement is hereby approved. 3. That the Mayor, City Clerk and City Treasurer are hereby authorized and directed to execute and deliver said agreement on behalf of the city of Canton and to take such further acts as may be reasonably necessary to effectuate and conclude the contemplated transaction. 4. That the Mayor of the City of Canton, Illinois is hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 5. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 20 day of May, 2014 upon a roll call vote as follows: AYES: Aldermen Ellis, Justin Nelson, West, Pickel, Jim Nelson NAYS: None ABSENT: Alderman Lovell, Pasley ABSTAIN: Alderman Tad Putrich APPROVED: Q1� ��rey . ritz, Mayor ATTEST: Diana Pavl - ock, ity Clerk NLR Resolutions 5/15/14 �U�W LOAN NUMBER LOAN NAME ACCT.NUMBER NOTE DATE INITIALS 406877-10 City Of Canton 06/13/14 440280 WOTB AMOUNT INDEX(w/Mergin) RATE MATURITY DATE LOAN PURPOSE 5650,000.00 Not Applicable 2,000% 1 1/13/14 Commeteial Creditor Use Only PROMISSORY NOTE (Commercial-Draw) DATE AND PARTIES, Tha date of this Promissory Noie(Note�is May 13,2014. The parties a�d their addresses are: LENDER: 1PAVA STATE SANK 123 E.Pine Centon,IL 61520 Telephone: (309)847-3288 BORROWER: CITY OF CANTON 2 N.Main St Canton,IL 61520 1.DEFINITIONS. As used in thie Note,the tarms have the followine meanings: A.Pronouns. The pronouna"I" "me,"and"my" refer to each Borrower signin this Wote, individuall and to ether with their heirs,successors and aesigns, and each other person or 'y( udin ar d e o a to thi o ur" refer to the Lender,any participants or syndicato ucce ra d ass a, eon a mpa at a a t t Loan. B.Note. {Vote refers to document d en n ewal odif ions a u i thi . C. Loen. Loan refars to cti y, ablig ns an in r r c nta ared or aubmitted for this transaction such as applica ecuri ents, ures o tes,an te. D.Loan Documanta. Loan Documents refer ta aIl the documents executed as a part of or in connection with the Loan. E.Property. Property is any property,real,personal or intangible,that securea my performance of the abligations of this Loan. F.Percent. Rates and rate chanpe limitations are exp ann ce G.Doflar Amounta. Atl doliar amounts will be payab law m y of t ni Sta of 2.PROMISE TO PAY. For value ieceived,1 promiae to you o rder, u ss,or at h other location as you may dasignate,amounts advanced from time to time under the terms of this Note up to the tot 6al e of 8660,0 00 IPrincipall,plus interest from the date of disbursement, on the unpaid outstanding Principal balance until this Note is in full an u have no further obliga ians to make advances to me under the Loan. 3.ADVANCPS. Advances under this Nota are made according to the following terms and conditions. A.Requesta for Advances. My requests are a warranty that I am in compliance with all the Loan Documents. When reguired by you for a pariiculer method of advance,my requests for an advance must specify the requested amount and tha date and be accompanied with any agreements,documents,and instruments that you requira for the Loan. Any payment by you of any check,share draft or other charge may,at your option,constitute an advance on the Loan to me, All advances will ba made in United States dollars. I will i�demnify you and hold you harmlass for your reliance on any request for advancea that you reasonably believe to be genuine, To the extent permitted by law,I wilf indemnify you and hold you harmless when the person making any request represents that I authorized this persan to raquest an advance even when this person is unauthorized or this person's signature is not ganuina. I or anyone I authorize to act on my behalf may request advances by the following methods. (1)I make a request in person. (2)I make a requeat hy phone. (3)I make a request by mail. (41 I write a check or share dreft. B.Advance Llmitations. In addition to any other Laan conditions,requasts for,and access to,advances are subject to the following limitations. (1)Discretionary Advances. You will make all Loan advances at your sole discretion. (2)Advance Amount. Subject to the terms and conditions contained in this iVote,advances will be made in exactly the amount I request. f31 Cut-Off Time. Requests for an advance received before 3:00:00 PM wiil be made on any day that you are opan for businass,on the day for which tha advance is requeated. (4�Disbursement of Advances. On my fulfillmant of this Note's terms and conditions,you will disburse the advance in any mannar as you and I apree. (6)Credit Limit. I understand that you will not ordinarily grant a request for an advance that would cause the unpaid principal of my Loan to be greater than the Principal limit. You may,at your option,grant such a request without obligating yourselves to do so in the future. I will pay any overedvances in addition to my regularly schaduled payments. I will rapay any overadvance by repaying you in full within days after the overedvenca occurs. (6)Records, Your records will be conclusive evidence as to the amount of advances,the Loan's unpaid principal balanees and the aecrued interest. C.Additional Conditions. The conditions for future advances are as naedad for business purposes and at the discretion of the Ipava State Bank 4.INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 2.000 percent Ilnterest Rate►. A.Post-Maturity lntereat. After maturity or acceleration,interesi will sccrue on the unpaid Principal balance of this Note at the Interest Rate in effect from time to time,plus an additionel 5.000 percent,until paid in full. B.Maximum Interest Amount. Any amouni assessed or collected as interest under the terms of thia Note will ba limited to the maximum lawful amount of interest allawed by state ai federal law,whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to ma. C.Statutory AuthoAty. The amount assessed or collected on this Note is authorized by the Illinois usury laws under 816 ILCS 205. 8.LOAN pURP�SE. The puRpose of this�oan is for tax enticipation. 9.DEFAULT. I underatand that yo�may demand payment anytime at yaur discretion. For example,you may demand payment in full if any ot the following avents (known separately and collectively as an Event of Default)occur: A.Peymenta, I fail to make a payment in full when due. B. Insolvancy or Bankruptcy. The death, dissolution or insolvency of,appointment of a receivar by or on behalf of, application of any debior relief law,the assignment for the 6enefit of creditors by or on behalf of, the voluntary or invotuntary termirtation of exiatence 6y,or the commencement of any procaeding under any present or future `ederat or state insolvency, bankruptcy, reorgenization, compositon or debtor relief law by or against me or any co-signar, endorser,surety or guarantor af this Note or any other obliQations I have with you. C.Failuta to Psriorm. I fail to perform any canditian or to keep any promisa or covenant of this Note. D.Othsr pocumonta, A default occurs under the terms of any other Loan Document. E.Other Apreements. I am in default on any other de6t or agreement I heva with you. F.Misrepreaentation. I make any verbal or written statement or provide any financial information that is untrue,inaccurate,or conceals a matarial faot at the time it is meda or provided. G.Judgment. I fail to satiafy or appeal any judgment against me. H,Forteiturs. The Property is uaed in a manner or for a purpose that threatens conHscation by a legal authority. I.lVams Change. I change my name or asaume an additional name without notifying you before making such a change. J,Property T�anotar. I transfar all or a substantial part of my money or property. K.Property Velue. You determine in good faith that the value of the Property has declined or is impairad. L. Insecurlty. You determine in good faith that a material adverae change has occurred in my finencial condition from the conditions aet forth in my mo�t recent financial statement before the date of this Note or that the prospect for paymant or performance of the Loan is impaired for any reason. 10.WAIVERS AND CONSENT. To the extent not prohibited hy law,I waive protest,presentment for payment,demand,notice of acceleration,notice of intent to accelerate and notice of dishonor, A.Additlonal Waivers By Borrowsr. in addition, I,and any party to this Note and Loen, to the extent permitted by law,consent to certain actione you may take,and generally waiva defenses that may be available based on these actions or based on the status of a party to this Note. (1)You mey renew or extend paymants on this Note,reaardless of the number of such renewals or extensions. 12i You may refease eny Borrower,endorser,puarentor,surety,acaommodation maker or any other co-signer. �3)You may release o pair c t 14)You,or any ins ion partici ng in s invok ur ri of set- (6)You may enter any s pure s pa tion this te to p m ts and I e e of such sales,repurchases ar perticipations. ' (8) I agree that any of us signinp thls Note as a Borrower is authorizad to modify the terms of this Note or any instrument seeuring, guarentying or ralating to thia Note. B.No Walver By Lender. Your course of deelinA,or your forbearance from,or dalay in,the exercise o=any of your rights,remedies,privileges ar right to insist upan my strict performence o'any proviaiona contain ' Not th c t,s not be construed as a waiver by you,unleas any such waiver is in writing and is sigced by you. 11.REMEDIES. After l de4ault,you may at your option ny one or re of t ol A,Acceleretion. You may make all or any part ot th i m this Note im iately due. B.Sourcea. You may uae any and all remedies you have under state or ederal law or in any Loan Document. C.Inaurance Beneflts. You may make a ciaim for any and all insurance benefits or refunds that may be availabla on my default. p.Paymenta Made On My Bshalf. Amounts advenced on my behalf will be immediately due and may be added to the batance owing under the terme of this Note,and aeerue interest at the highest post-maturity interest rate. E.Te�minatlon. You may terminate my rights to obtein advances or othar extensions of credit by any of the methods provided in this Note. F.SetAtf. You may use the righc of set-off. This means you may set-off any amount due end payable under tha terms of this Nate against any right 1 heve to , receive money from you, My right to receive money from you includes any deposit or share account balance I have with you;any money owad to me on an Item presented to you ar in your posseseion for collection or exchange;and any repurchase agreement or other non-deposit oblipation. "Any amount due and payebla under the terma of this Note'means the total amount to whioh you are endtlad to demand payment under tha terms of this Nota at the time you set-off. 5ubject to any other written �ontract,if my right to receive money from you is also owned by someona who has not agreed to pay this Note,your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or andorsament. Your right of set-off does not apply to an account or ather obligation where my rights arise only in a ropresentative capacity. It also does not appiy to any Individual Retirement Account or other tax-defaned retirement account. ' You will not be(iable for the dishonor of any check when the dishonor occurs because you set-�ff agalnst any of my accounts. I agree to hold you harmleaa from any auch claima ariaing as a result of your exeroise of your right af set-off. Ci.Waiver. Bxcept as otherw se iequired by law,by choosing any one or more of these remedles you do not�ive up your right to use any other remedy, You do noi waive a defauft if you choase not to usa a remedy. By electing nat to use any ramedy,you do not weive your right to later consider tha event a default and to use any remedies if the defeult continues or occurs again. 12. COILECTION EXPENSES AND ATTORNEYS' FEES, On or after tha occurrance of an �vent of Default, to tha extent permitted by law, I agree to pay a�l expenses of collection, anfotcerrent or protection of your rights end ramadias undar this Note or ary other Loan Document. Expenses include reasonable attorneys'fees. 7heae expenses ere due and payable immediately. If not paid immediatefy,these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of this Note. AI1 fees and expenses will be secured by the Proparty I have granted to you,if ' any. In addition,to the extent parmltted by the United Sxatas Bankruptcy Code, I agrae to pay the reesonable attomeys' feas incurred by yau to protect your righta and intereats in connection with any bankruptcy proceedings initiated by or against me. 13.COMMISSIONS. I understanc and agree that you(or your affiiiate)will earn commissions or fees on any insuranca products,and may earn such faes on other servicee that I buy throvgh you or your atfiliate. 14.WARRAN7IES AND REPRESENTAT(ONS. I have the right and authority to enter into this Note. The ezecution and delivery of this Note will not violate any agreement Aoverning me or to wh ch I am a party. ' 7b.APPUCABLE LAW. This Note is governed by the laws of Illinois,the United States of America, and to the extent required, by the faws of the jurisdiction where ihe Proparty is Iocatad,excapt to the extent such state laws ara preempted by federal law. In the event of a dispute,the exclusive forum,venue and piace of jurisdiction will be in Illinois,unless otherwise required by law. �� 1R IRIMT AA111 IMRI\/IP111A1 1 IA�III7V A�lPt CI Inf�CCCnDC �A.. ..I.II...«.... ... ......1... I...... �.. :...f.........'....• ..s.L... ,.I.li....�:.... ..s .....�..�4.... ........... ...1... L..... �f.... 18.INTERPRETATION. Whenever uaed,ihe singular includes the plural and the plural includes the singular. The section headings ara tor convenience only and are not to be used to interpret or defina the terms of this Note. 19.NOTICE,FINANCIAL REPORTS ANb RDDI710NAL DOCUMENTS. Unless otherwise required by law,any notice will he given by delivering it or mailing it by firat claas mail to the appropriete party's eddraes listed in the OATE AND PARTIES section,or to any other address designatad i�writing. Notice to one 8orrower will be deemed to be notice to a!I Borrowers, {will inform you in writing of any change in my name, address or ather application information, I will provide you any correct and complete financial statements or other information yau raquest. I agree to sign,deliver,and flle any additional documenta or certifications that you may consider necassary to perfect,cantinue,and preserve my o6ligetions under this Loan and to confirm yaur fien status on any Property. Time is of tha essence. 20.CREDIT INFORMATION. I agree to supply you with whatever information you reasonably requast. You will make requests for this iniormation without undue frequency,and will pive me reaaonable time in which to supply the information. 27.ERRORS AND OMISSIONS. i agree, it requested by you,to fully cooperate in the correction,if necessary,in the reasonable discration of you of any and all loa�closing documents so that all documents accurataly describe the loan between you end me. I agree to assume all costs including 6y way of illustration and nat limitation,actuat expenses,legal fees and msrketing(oases for failing to reasonably comply with your requests within thirty{30)days. 22.WAIVER OF JURY TRIAL. All of the parties to this Nota knowingly and i�tentianally,irravocably and unconditionally,waive any a�d elI right to a trial by jury in eny Ihigetion erising out o4 or concerninA this tdota or any other Loan Document or�elated obiigation. All oi these parties acknowladge that thls section has either been brought to the attanoan of each party'a lagal counael ar that each pariy had the opportunity to do so. CONFESSION OF JUDOMENT. If I deiault, I auihorize any attorney to appear in a caurl of record and confess judgment against me in favor ai you. Tha con}esslon of judgment may be without prooesa end for eny emount due on thia Note including colleqtion costa and reasonable ettornays'{oes. This ia in addition 23.SIGNATURES. By signing,I agree to the terms contained in this Note. I alsa acknowledge receipt of a copy of this Note. BORROWER; City Of Canton BV Date Jeffiey .