Lending Consumer & Commercial Sample Documents...

204
ARTA ® Lending Consumer & Commercial Sample Documents Book

Transcript of Lending Consumer & Commercial Sample Documents...

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ARTA® Lending Consumer & Commercial Sample

Documents Book

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ARTA® LendingDocumentation System

ARTA® Lending

Documentation System

ARTA® Lending Consumer & Commercial Sample Documents Book

ARTA

® Lending Consumer & Commercial Sample Documents Book

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ARTA® Lending Consumer & Commercial ii Sample Documents Book

Notices

© 2010 Wolters Kluwer Financial Services.

All rights reserved. Printed in the United States of America.

No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, whether now known or later invented, for any purpose without the prior and express written consent of Wolters Kluwer Financial Services.

Trademarks and Credits

APY Checker, ARTA, and Expere are registered trademarks of Wolters Kluwer Financial Services, Inc. IDFlag is a trademark of Wolters Kluwer Financial Services, Inc. All other trademarks are the property of their respective owners.

General

This publication is provided for training purposes only and does not represent a commitment on the part of Wolters Kluwer Financial Services. It should not be used as a substitute for professional advice in specific situations.

This publication contains examples, screens, and documents for illustrative purposes that may, depending on your institution’s state, charter, and/or type, differ from those you encounter in actual use. Information in this publication is subject to change without notice and Wolters Kluwer Financial Services assumes no responsibility for errors.

The software described in this publication is furnished under a license agreement and may be used or copied only in accordance with the terms of the license agreement.

Legal Counsel

In developing this program, printed documentation, and documents, Wolters Kluwer Financial Services has interpreted various laws, regulations, and commentary. Wolters Kluwer Financial Services cannot and does not guarantee that its interpretations are correct except as stated in the accompanying product license agreement.

The following notice is required by law:

Wolters Kluwer Financial Services Products and Services are not a Substitute for the Advice of an Attorney

You are encouraged to seek the advice of your own attorney concerning the use and legality of this program, documentation, and forms. If your or your counsel’s interpretations are contrary to those presented here, you should, of course, follow your/your counsel’s interpretations in using the software, documentation, and forms.

Publication Information

ARTA® Lending Consumer & Commercial Sample Documents Book

Revision: July 23, 2010

Material ID: 268924

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Table of Contents Alphabetical Listing of Sample Documents .................................................. v

Introduction ........................................................................................ 1

Application Documents........................................................................... 3 UCA: Consumer Credit Application ................................................................... 5 UCA CWS: Consumer Credit Application Worksheet ............................................... 7 OCP1-APP-LAZ: Open-End Credit Loan Application ................................................ 9 INS-FED: Federal Credit Application Insurance Disclosure.......................................11 DN-FCRA-C: Notice of Action Taken .................................................................13 REG-B-NAT: Notice of Action Taken.................................................................15 FCRA-NRA: Notice Regarding Inaccurate Information ............................................17 FCRA-CRA-B: Credit Report Authorization..........................................................19 CLAS: Commercial Loan Application Summary ....................................................21 COMM-APP: Commercial Loan Application .........................................................23 AUTH-ENTITY: Entity Authorization Resolution....................................................25 AUTH-TRUST: Trust Authorization Resolution .....................................................27 CA-1: Corporate Authorization Resolution .........................................................29 LLC-1: Limited Liability Company Authorization Resolution ....................................31 OA-1: Resolution of Lodge ............................................................................33 PR-1: Partnership Resolution of Authority .........................................................35 SPR-1: Sole Proprietorship Resolution of Authority ...............................................37

Consumer Documents .......................................................................... 39 NDaS-SI: Fixed Rate Consumer Loan Agreement (Bank only)....................................41 ND-FEE: Flat Fee Consumer Loan Agreement (Bank only) .......................................45 CL-CU: Variable Simple Interest Note Disclosure, and Security Agreement (Credit Union only) ......................................................................................................49 SA-CONS: Consumer Security Agreement...........................................................55 M-160: Assignment of Account .......................................................................57 OE-TIL-ANT: Truth-in-Lending Disclosure...........................................................59 OL-F-D: Overdraft Fixed Draw Agreement .........................................................61 PL-V-E: Personal Line Variable Evergreen Agreement............................................67 OVERLMTCONLZ: Your Choice Regarding Over-the-Credit Limit Coverage on Your Line of Credit.....................................................................................................73 ADD-CONV-OPT: Conversion Option Addendum ...................................................75 INS-WARN: Federal Sale of Insurance Disclosure ..................................................77 COSIGN-FTC: Notice to Cosigner .....................................................................79 B-IDSTATE: Covered Borrower Identification Statement.........................................81 CROSSCOLLADD: Cross-collateral Addendum ......................................................83

Guaranty Documents ........................................................................... 85 COG: Individual Guaranty of Consumer Loan ......................................................87 M-240: Personal Guaranty for Business Purpose Loan ............................................89 M-250: Corporate Guaranty for Any Purpose Loan ................................................91

Commercial Documents ........................................................................ 93 UN: Universal Promissory Note (Bank only) ........................................................95 MPN-CU: Multi-Purpose Note (Credit Union only).................................................97

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ARTA® Lending Consumer & Commercial iv Sample Documents Book

SA-BUS: Commercial Security Agreement ........................................................ 101 LCA: Line of Credit Agreement..................................................................... 103 COMM-AGREE: Commercial Loan Agreement..................................................... 105 COMM-NOTE: Commercial Loan Note ............................................................. 107 COMM-ADD-SA: Commercial Security Agreement ............................................... 109 COMM-ADD-ABF: Asset Based Financing Agreement ............................................ 111 COMM-DMOD: Commercial Debt Modification Agreement ..................................... 113 CERT-9-INFO: Certification of Name and Address............................................... 115 DA: Disbursement Authorization ................................................................... 117 UCC-1-LAZ: National UCC Financing Statement (Model) ....................................... 119 UCC-ADD-LAZ: Addendum—Uniform Commercial Code Financing Statements ............. 121 UCC-3-LAZ: National UCC Financing Statement Amendment (Model) ....................... 123 UCC1-AUTH: Financing Statement Filing Authorization ........................................ 125 BPA: Business Purpose Affidavit.................................................................... 127 BPS: Business Purpose Statement.................................................................. 129 ARBITRATE-LAZ: Arbitration Agreement.......................................................... 131 CTRL-DEP: Control Agreement for Deposit Accounts ........................................... 135 SBA-ADD: Small Business Administration Lien Instrument Addendum ....................... 137

Food Security Act Documents ...............................................................139 LPB-FSA: Listing of Potential Buyers .............................................................. 141 LPB-VER: Verification of List of Potential Buyers ............................................... 143 NSI-FSA: Notice of Security Interest............................................................... 145

Letter of Credit Documents ..................................................................147 LC-SB-APP: Irrevocable Standby Letter of Credit Application................................. 149 LC-STANDBY: Irrevocable Standby Letter of Credit............................................. 151 LC-SB-REIMB: Irrevocable Standby Letter of Credit Reimbursement Agreement .......... 153

Additional Documents .........................................................................157 AITPP-ADD: Additional Insurance and Third Party Payment Addendum ..................... 159 API-GEN: Agreement to Provide Insurance ....................................................... 161 ATA-PL: Automatic Transfer Authorization ...................................................... 163 BAIL-ACK: Acknowledgement of Possession ...................................................... 165 COLLRCPT-LAZ: Collateral Receipt ................................................................ 167 CTRL-AGREE: Control Agreement .................................................................. 169 DEBTCANCDISC: Debt Cancellation Disclosure ................................................... 171 G-3: Statement of Purpose (Securities)........................................................... 173 LEA: Loan Extension Agreement ................................................................... 175 LIEN-SUB-PP: Personal Property Lien Subordination Agreement ............................. 177 Loan Info Report: Loan Information Report ...................................................... 179 LPCA: Participation Certificate and Agreement................................................. 181 M-170: Assignment of Life Insurance Policy...................................................... 183 MBA-17A: Life Insurance Assignment Questionnaire ............................................ 185 MBA-20 AC-50: Stock Assignment Separate From Certificate ................................. 187 PR-ADD: Preferred Rate Addendum ............................................................... 189 RFA: Request for Advance .......................................................................... 191 SUB-DEBT: Debt Subordination Agreement....................................................... 193 U-1: Statement of Purpose (Stock) ................................................................ 195

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Alphabetical Listing of Sample Documents ADD-CONV-OPT: Conversion Option Addendum ..............................................75 AITPP-ADD: Additional Insurance and Third Party Payment Addendum ................ 159 API-GEN: Agreement to Provide Insurance .................................................. 161 ARBITRATE-LAZ: Arbitration Agreement..................................................... 131 ATA-PL: Automatic Transfer Authorization ................................................. 163 AUTH-ENTITY: Entity Authorization Resolution ..............................................25 AUTH-TRUST: Trust Authorization Resolution ................................................27 BAIL-ACK: Acknowledgement of Possession................................................. 165 B-IDSTATE: Covered Borrower Identification Statement....................................81 BPA: Business Purpose Affidavit .............................................................. 127 BPS: Business Purpose Statement............................................................. 129 CA-1: Corporate Authorization Resolution ....................................................29 CERT-9-INFO: Certification of Name and Address.......................................... 115 CLAS: Commercial Loan Application Summary ...............................................21 CL-CU: Variable Simple Interest Note Disclosure, and Security Agreement (Credit

Union only) .................................................................................49 COG: Individual Guaranty of Consumer Loan .................................................87 COLLRCPT-LAZ: Collateral Receipt ........................................................... 167 COMM-ADD-ABF: Asset Based Financing Agreement ....................................... 111 COMM-ADD-SA: Commercial Security Agreement .......................................... 109 COMM-AGREE: Commercial Loan Agreement ............................................... 105 COMM-APP: Commercial Loan Application ....................................................23 COMM-DMOD: Commercial Debt Modification Agreement ................................ 113 COMM-NOTE: Commercial Loan Note ........................................................ 107 COSIGN-FTC: Notice to Cosigner................................................................79 CROSSCOLLADD: Cross-collateral Addendum .................................................83 CTRL-AGREE: Control Agreement............................................................. 169 CTRL-DEP: Control Agreement for Deposit Accounts ...................................... 135 DA: Disbursement Authorization .............................................................. 117 DEBTCANCDISC: Debt Cancellation Disclosure.............................................. 171 DN-FCRA-C: Notice of Action Taken............................................................13 FCRA-CRA-B: Credit Report Authorization ....................................................19 FCRA-NRA: Notice Regarding Inaccurate Information .......................................17 G-3: Statement of Purpose (Securities)...................................................... 173 INS-FED: Federal Credit Application Insurance Disclosure..................................11 INS-WARN: Federal Sale of Insurance Disclosure .............................................77 LCA: Line of Credit Agreement ............................................................... 103 LC-SB-APP: Irrevocable Standby Letter of Credit Application ........................... 149 LC-SB-REIMB: Irrevocable Standby Letter of Credit Reimbursement Agreement ..... 153 LC-STANDBY: Irrevocable Standby Letter of Credit........................................ 151 LEA: Loan Extension Agreement .............................................................. 175 LIEN-SUB-PP: Personal Property Lien Subordination Agreement ........................ 177

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ARTA® Lending Consumer & Commercial vi Sample Documents Book

LLC-1: Limited Liability Company Authorization Resolution ...............................31 Loan Info Report: Loan Information Report................................................. 179 LPB-FSA: Listing of Potential Buyers ......................................................... 141 LPB-VER: Verification of List of Potential Buyers .......................................... 143 LPCA: Participation Certificate and Agreement............................................ 181 M-160: Assignment of Account ..................................................................57 M-170: Assignment of Life Insurance Policy................................................. 183 M-240: Personal Guaranty for Business Purpose Loan .......................................89 M-250: Corporate Guaranty for Any Purpose Loan ...........................................91 MBA-17A: Life Insurance Assignment Questionnaire ....................................... 185 MBA-20 AC-50: Stock Assignment Separate From Certificate ............................ 187 MPN-CU: Multi-Purpose Note (Credit Union only) ............................................97 NDaS-SI: Fixed Rate Consumer Loan Agreement (Bank only)...............................41 ND-FEE: Flat Fee Consumer Loan Agreement (Bank only) ..................................45 NSI-FSA: Notice of Security Interest.......................................................... 145 OA-1: Resolution of Lodge .......................................................................33 OCP1-APP-LAZ: Open-End Credit Loan Application ........................................... 9 OE-TIL-ANT: Truth-in-Lending Disclosure .....................................................59 OL-F-D: Overdraft Fixed Draw Agreement ....................................................61 OVERLMTCONLZ: Your Choice Regarding Over-the-Credit Limit Coverage on Your Line

of Credit ....................................................................................73 PL-V-E: Personal Line Variable Evergreen Agreement.......................................67 PR-1: Partnership Resolution of Authority ....................................................35 PR-ADD: Preferred Rate Addendum .......................................................... 189 REG-B-NAT: Notice of Action Taken............................................................15 RFA: Request for Advance ..................................................................... 191 SA-BUS: Commercial Security Agreement ................................................... 101 SA-CONS: Consumer Security Agreement......................................................55 SBA-ADD: Small Business Administration Lien Instrument Addendum .................. 137 SPR-1: Sole Proprietorship Resolution of Authority..........................................37 SUB-DEBT: Debt Subordination Agreement.................................................. 193 U-1: Statement of Purpose (Stock) ........................................................... 195 UCA CWS: Consumer Credit Application Worksheet .......................................... 7 UCA: Consumer Credit Application .............................................................. 5 UCC1-AUTH: Financing Statement Filing Authorization................................... 125 UCC-1-LAZ: National UCC Financing Statement (Model) .................................. 119 UCC-3-LAZ: National UCC Financing Statement Amendment (Model) .................. 123 UCC-ADD-LAZ: Addendum—Uniform Commercial Code Financing Statements ........ 121 UN: Universal Promissory Note (Bank only) ...................................................95

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Introduction

This document, the ARTA Lending Consumer & Commercial Sample Documents Book, provides representative samples of various consumer and commercial loan documents for users of the ARTA Lending loan documentation software. Samples of various real estate loan documents are provided in the ARTA Lending Residential Real Estate Sample Documents Book, available from Wolters Kluwer Financial Services.

These samples may, depending on your institution’s state, charter, and/or type, differ from those you encounter in actual use. Your software may contain state-specific and custom programmed documents that are not represented in this book.

The language on all Wolters Kluwer Financial Services documents and the content of this book are subject to change. These changes are often based on recent statute changes, case law, and lending practices. If such changes directly affect your state, you will receive a software update for ARTA Lending in accordance with your license agreement. If those changes affect documents, you may print new samples.

You are encouraged to seek the advice of your own attorney concerning the use and legality of this book, the documents in it, and our other technical forms. If your or your counsel’s interpretations are contrary to those presented here, you should, of course, follow your/your counsel’s interpretations in using the software, documentation, and forms.

The historian, essentially, wants more documents than he can really use.

Henry James

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Application Documents

The following documents are included in this section:

UCA: Consumer Credit Application

UCA CWS: Consumer Credit Application Worksheet

OCP1-APP-LAZ: Open-End Credit Loan Application

INS-FED: Federal Credit Application Insurance Disclosure

DN-FCRA-C: Notice of Action Taken

REG-B-NAT: Notice of Action Taken

FCRA-NRA: Notice Regarding Inaccurate Information

FCRA-CRA-B: Credit Report Authorization

CLAS: Commercial Loan Application Summary

COMM-APP: Commercial Loan Application

AUTH-ENTITY: Entity Authorization Resolution

AUTH-TRUST: Trust Authorization Resolution

CA-1: Corporate Authorization Resolution

LLC-1: Limited Liability Company Authorization Resolution

OA-1: Resolution of Lodge

PR-1: Partnership Resolution of Authority

SPR-1: Sole Proprietorship Resolution of Authority

The historian, essentially, wants more documents than he can really use.

Henry James

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CREDIT APPLICATION

SECTION A - INDIVIDUAL APPLICANT INFORMATION

SECTION B - JOINT APPLICANT OR OTHER PARTY INFORMATION

SECTION C - MARITAL STATUS

AMOUNT REQUESTED

$

FOR HOW LONG PAYMENT DATE DESIRED WANT TO REPAY

MONTHLY

PROCEEDS OF LOAN TO BE USED FOR:

DATE CLASS NO.

ACCOUNT NO.

APPROVED BY

DECLINED BY

FOR CREDITOR USE

SECURED INDIVIDUAL CREDIT - relying solely on my income or assets

UNSECURED INDIVIDUAL CREDIT - relying on my income or assets as well as income or assets from

JOINT CREDIT - We intend to apply for joint credit. (initials)other sources

IMPORTANT: Check ( ) the appropriate boxes below and complete the applicable sections.

Complete only if: for joint credit, for individual credit relying on income or assets from other sources, or applicant is married and resides in a community property state.

NAME (Last, First, Middle)

BIRTHDATE

ADDRESS (Street, City, State & Zip)

PREVIOUS ADDRESS (Street, City, State & Zip) (Complete if less than 3 years at present address)

EMPLOYER (Company Name & Address)

BUSINESS PHONE Ext.

PREVIOUS EMPLOYER (Company Name & Address)

NAME AND ADDRESS OF NEAREST RELATIVE NOT LIVING WITH YOU RELATIONSHIP TELEPHONE NO. (Include Area Code)

SOURCES OF OTHER INCOME

Is any income listed in this Section likely to be reduced before the credit request is paid off?

TELEPHONE NO. DRIVER'S LICENSE NO. SOCIAL SECURITY NO. NO. DEPENDENTS AGES OF DEPENDENTS

COUNTY

COUNTY

HOW LONG

HOW LONG

HOW LONG

Do you own

or rent?

Did you own

or rent?

POSITION OR TITLE

SALARY PER MONTH

GROSS: $ NET: $

AMOUNT PER MONTH

$Have you previously received credit from us?

No Yes - When?

AGES OF DEPENDENTSNO. DEPENDENTS

HOW LONG

HOW LONG

HOW LONG

HOW LONG

SOCIAL SECURITY NO.DRIVER'S LICENSE NO.

PRESENT ADDRESS (Street, City, State & Zip)

POSITION OR TITLE

AMOUNT PER MONTH

$

NAME (Last, First, Middle)

BIRTHDATE

RELATIONSHIP TO APPLICANT (If Any)

EMPLOYER (Company Name & Address)

BUSINESS PHONE Ext.

PREVIOUS EMPLOYER (Company Name & Address)

SOURCES OF OTHER INCOME

Is any income listed in this Section likely to be reduced before the credit requested is paid off?

TELEPHONE NO.

Has Joint Applicant or Other Party ever received credit from us?

No Yes - When?

Complete only if: for joint or secured credit, or applicant resides in a community property state or is relyingon property located in such a state as a basis for repayment of the credit requested.

APPLICANT Married Separated Unmarried (including single, divorced, and widowed)

OTHER PARTY Married Separated Unmarried (including single, divorced, and widowed)

No Yes (Explain)

Alimony, child support, separate maintenance received under: Court Order Written Agreement Oral Understanding

No Yes (Explain)

Alimony, child support, separate maintenance received under: Court Order Written Agreement Oral Understanding

GROSS: $ NET: $

SALARY PER MONTH

Federal law requires financial institutions to obtain sufficient information to verify your identity. You may be asked severalquestions and to provide one or more forms of identification to fulfill this requirement. In some instances we may use outside sources to confirm the information. Theinformation you provide is protected by our privacy policy and federal law.

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TYPE OF CREDIT REQUESTED

Alimony, child support, or separate maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation.

Alimony, child support, or separate maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation.

IMPORTANT APPLICANT INFORMATION:

(page 1 of 2)1986 Bankers Systems, Inc., St. Cloud, MN Form UCA 6/30/2003-

months

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SECTION D - ASSET & DEBT INFORMATION

SECTION E - SECURED CREDIT

If Section B has been completed, this Section should be completed giving information about both the Applicant and Joint Applicant or Other Person.Please mark Applicant-related information with an "A". If Section B was not completed, only give information about the Applicant in this Section.

(Including charge accounts, installment contracts, credit cards, rent, mortgages and other obligations. Use separate sheet if necessary.)

CHECKING ACCOUNT NUMBER(S)(where)

SAVINGS ACCOUNT NUMBER(S)(where)

CERTIFICATE OF DEPOSIT(S)(where)

MARKETABLE SECURITIES(issuer, type, no. of shares)

REAL ESTATE(location, date acquired)

LIFE INSURANCE(issuer, face value)

AUTOMOBILES(make, model, year)

OTHER(list)

$

TOTAL ASSETS

$

(Use separate sheet if necessary.)

$

TOTAL DEBTS $$

(OMIT RENT) (OMIT RENT)

$ $ $

LANDLORD OR MORTGAGE HOLDER

AUTOMOBILES(describe)

Rent Payment

Mortgage

Complete the following information about both the Applicant and Joint Applicant or Other Person (if applicable):

Are you obligated to make Alimony, Support or Maintenance Payments? No Yes

If yes, to (Name & Address) Amt. per month $

Are you a co-maker, endorser, or guarantor on any loan or contract? No Yes If yes, for whom? To whom?

Are there any unsatisfied judgments against you? No Yes If yes, to whom owed? Amount $

Have you been declared bankrupt in the last 10 years? No Yes If yes, where? Year?

Complete only if credit is to be secured. Briefly describe the property to be given as security:

PROPERTY DESCRIPTION

NAMES & ADDRESSES OF ALL CO-OWNERS OF THE PROPERTY

IF THE SECURITY IS REAL ESTATE, GIVE THE FULL NAME OF YOUR SPOUSE (if any).

I certify that everything I have stated in this application and on any attachments is correct. Lender may keep this application whether or not it isapproved. By signing below I authorize Lender to check my credit and employment history and to answer questions others may ask Lender about my credit record withLender. I understand that I must update credit information at Lender's request if my financial condition changes.

Applicant's Signature Date Other Signature (Where Applicable) Date

OUTSTANDING DEBTS

DESCRIPTION OF ASSETS NAME IN WHICH THE ACCOUNT IS CARRIED VALUESUBJECT TO DEBT?

ASSETS OWNED

CREDITORNAME IN WHICH

THE ACCOUNT IS CARRIEDACCOUNTNUMBER

ORIGINALAMOUNT

MONTHLYPAYMENTS

PRESENTBALANCE

SIGNATURES-

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1986 Bankers Systems, Inc., St. Cloud, MN Form UCA 6/30/2003- (page 2 of 2)

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CREDIT APPLICATION

SECTION A - INDIVIDUAL APPLICANT INFORMATION

SECTION B - JOINT APPLICANT OR OTHER PARTY INFORMATION

SECTION C - MARITAL STATUS

SECTION D - ASSET & DEBT INFORMATION

SECTION E - SECURED CREDIT

IMPORTANT APPLICANT INFORMATION:

TYPE OF CREDIT REQUESTED

LENDER'S NAME AND ADDRESS

Alimony, child support, or separate maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation.

Alimony, child support, separate maintenance received under: Court Order Written Agreement Oral Understanding

Alimony, child support, or separate maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation.

Alimony, child support, separate maintenance received under: Court Order Written Agreement Oral Understanding

ASSETS OWNED

DESCRIPTION OF ASSETS NAME IN WHICH THE ACCOUNT IS CARRIED VALUE

CREDITOR ACCOUNT NUMBER NAME THE ACCT. IS UNDER ORIGINAL AMT. PRESENT BAL MO PMTS

OUTSTANDING DEBTS

Applicant Other Party

SIGNATURES -

Federal law requires financial institutions to obtain sufficient information to verify your identity. You may be asked severalquestions and to provide one or more forms of identification to fulfill this requirement. In some instances we may use outside sources to confirm the information. Theinformation you provide is protected by our privacy policy and federal law.

Secured Unsecured

Date of Application

Amount $ How Long

Payment Date Desired

Want to Repay Monthly

Purpose

Acct. No. Class

If Section B has been completed, this Section should be completed giving information about both the Applicant and Joint Applicant or Other Person. Please markApplicant-related information with an "A." If Section B was not completed, only give information about the Applicant in this Section.

$

$

$

$

Name Birth Date Tel. No. Soc. Sec. No.

Present Address City State Zip County How Long

Previous Address City State Zip County How Long

Have you applied for credit with us before? No Yes - When? No. Dep. Dep. Ages

Name of Nearest Relative Not Living With You Relationship

Address Tel. No. ( )

Employer (Company Name & Address) How Long

Bus. Tel. Position/Title How Often Paid? Take Home Salary Per Month $

Previous Employer (Company Name & Address) How Long

Sources of Other Income Amount Per Month $

Name Birth Date Tel. No. Soc. Sec. No.

Present Address City State Zip County How Long

Relationship To Applicant (If Any) Have you applied for credit with us before? No Yes - When? No. Dep. Dep. Ages

Name of Nearest Relative Not Living With You Relationship

Address Tel. No. ( )

Employer (Company Name & Address) How Long

Bus. Tel. Position/Title How Often Paid? Take Home Salary Per Month $

Sources of Other Income Amount Per Month $

(Use separate sheet if necessary.)

. . .

Checking Account Number(s)(where)

Savings Account Number(s)(where)

Other Assets(describe)

$

$TOTAL ASSETS

(Include charge accounts, installment contracts, credit cards, rent, mortgages and other obligations. Use separate sheet if necessary.)

Landlord orMortgage Holder

Automobiles

(OMIT RENT) (OMIT RENT)

TOTAL DEBTS

$

$

Rent PaymentMortgage

Complete the following information about both the Applicant and Joint Applicant or Other Person (if applicable):

Are you obligated to make Alimony, Support or Maintenance Payments? No Yes

If yes, to (Name & Address) Amt. Per Month $

Are you a comaker, endorser, or guarantor on any loan or contract? No Yes If yes, for whom? To whom?

Are there any unsatisfied judgments against you? No Yes If yes, to whom owed? Amount $

Have you been declared bankrupt in the last 10 years? No Yes If yes, where? Year?

Complete only if credit is to be secured. Briefly describe the property to be given as security and indicate if others have an ownership interest.

Property Description:

Names & Addresses of all co-owners of the property:

If the security is real estate, give the full name of your spouse (if any):

Complete only if: for joint credit, for individual credit relying on income or assets from other sources, or applicant is married and resides in a community property state.

Married Separated Unmarried* Married Separated Unmarried*

I certify that everything I have stated in this application and on any attachments is correct. Lender may keep this application whether or not it isapproved. By signing below I authorize Lender to check my credit and employment history and to answer questions others may ask Lender about my credit record withLender. I understand that I must update credit information at Lender's request if my financial condition changes.

Individual Credit - relying on my income or assets.

Joint Credit - We intend to apply for joint credit.(initials)

Individual Credit - relying on my income or assetsas well as income or assets from other sources.

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Complete only if: for joint or secured credit, or applicant resides in a community property state or is relying on property located in such a state. (*includes single, divorced and widowed)

(make, model, year)

LAST FIRST M.I.

LAST FIRST M.I.

Applicant's Signature Date Other Signature (Where Applicable) Date

1986 Bankers Systems, Inc., St. Cloud, MN Form UCA/CWS 6/30/2003- (page 1 of 2)

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DO NOT WRITE ON THIS PAGE - CREDITOR WORK SHEETDate Application Received:

Received By:

Approved By: Approved By: Security:

Installment Canadian Rollover Balloon Single Pay Interest Only Principal Reduction Construction Demand

Actual 365 Actual 360 30/360 Precomputed: Simple Rate Add on Rate Discount Rate Split Rate

FIRST PAYMENT PRINCIPAL $

OFFICIALS

PROPERTY INS.

OTHER

INTEREST RATE

$

$

$

$

$

$

$

$

$

$

$

$

$

POINTS NUMBER OF MONTHS NUMBER OF PAYMENTS A YEAR

No Insurance

Single Life & A & H

Yes No

Single Life

Joint Life & A & H

Joint Life

A & H Only

WILL CHANGE: Increase Payment Amount

Increase Amount Due at Maturity

Increase Number of Payments

Points

Above Under

Base Rate:

1. May change as often as

2. Changes in the index rate shall take effect

3. Rate Limitations: maximum minimum

4. Post-Maturity Interest:

CONSUMER BUSINESS Purpose of Loan BUSINESS Business Purpose of Loan

Customer #1 Last First

Customer #2 Last First

Street City

State Zip Note Date Br # Off #

Account # Loan # Renewal #

Business Name

Signatory #1 Title

Signatory #2 Title

Street City

State Zip Note Date Br # Off #

Account # Loan # Renewal #

Unsecured Auto/Property Perfected By Certificate Of Title Mobile Home/Personal Property Residence CD/Savings

Life Insurance Stock/Instruments Perfected By Possession Equipment/Accounts Receivable/Inventory

Personal Business Agriculture

COLLATERAL Will Will not be purchased with proceeds of loan. If Yes, this is a Purchase Money Loan. If this is not a Purchase Money Loan (or

collateral is being taken in addition to that which is purchased) give a brief description of the other collateral

.

- May Cannot

$

$

$

$

ANY ADDITIONAL FORMS WANTED?

Employment Verification Applicant: Position Salary $ Yrs. Employed Source

Employment Verification Other Applicant: Position Salary $ Yrs. Employed Source

Comments:

Residence Verification: Years Comment

Verification:

Creditor and Who Provided Information Date Started Original Bal. Present Bal. Payment Mos. Left to Pay Comments

Total present balance of all outstanding debts ...................

Total net monthly income from all sources ............................

Subtotal ..........................

Subtotal ..........................

Less payment on this proposed loan ....................................

Amount left for all living expenses .......................................

Less rent or mortgage payments.(include 2nd mortgage payments, taxes and insurance) ......

Less payments on all debts not being consolidated.(include monthly support payments) ................................

$

$

$

$

$

$

$

$

IS CAPACITY EVIDENT YES NO

Instructions for completion or reason for turn down:

Address

Address

.

.

.

.

TYPE OF LOAN -

ACCRUAL METHOD -

FUNDING DATE OF LOAN -

MISCELLANEOUSFEES In Cash

PREPAID FINANCECHARGES In Cash Base ChargeFinancedFinanced

CREDIT LIFE INSURANCE -

IS INTEREST RATE VARIABLE?

MINIMUM INTEREST CHARGE - $

USE OF COLLATERAL:

ASSUMPTION

PAY PROCEEDS TO -

CREDITOR

CUSTOMER INFORMATION

COLLATERAL

ll

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ll

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l l

l l

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- 1986 Bankers Systems, Inc., St. Cloud, MN Form UCA/CWS 6/30/2003

(page 2 of 2)

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l ll

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Individual Credit Line - relying solely on my income Joint Credit Line - We intend to apply for joint credit. (initials)

Individual Credit Line - relying on my income as well as income from other sources

Check

One:

Please answer each question as thoroughly as possible. Provide the following marital status information if: you are applying for joint or securedcredit, or you live in a community property state or are relying on property located in such a state for repayment of the credit requested.

Applicant:

Co-Applicant:

Unmarried (including single, divorced, widowed)

Unmarried (including single, divorced, widowed)

Married

Married

Separated

Separated

Name

Address (include city, state and zip)

Previous Address

Home Phone No.

Taxpayer ID No. Birth Date No. Of Dependents

Employer

Employer's Address

Previous Employer

Name of Nearest Relative

Name of Present Landlord/Mortgage Holder Phone No.

HowLong

HowLong

Business Phone No.

Position

Position

Address

HowLong

Own Rent Mo. Rent/Mortgage $

HowLong

Name

Address (include city, state and zip)

Previous Address

Home Phone No.

Taxpayer ID No. Birth Date No. Of Dependents

Employer

Employer's Address

Previous Employer

Name of Nearest Relative

Name of Present Landlord/Mortgage Holder Phone No.

HowLong

HowLong

Business Phone No.

Position

Position

Address

Own Rent Mo. Rent/Mortgage $

HowLong

HowLong

Source Amount Per (Wk., Mo., or Yr.)

To Whom Paid Credit Limit Mo. Payment

Type Amount

Source Amount Per (Wk., Mo., or Yr.)

To Whom Paid Credit Limit Mo. Payment

Type Amount

NOTE: Married applicants mayapply for separate accounts.

Are you a guarantor or co-maker of any leases, contracts or debts? Yes No

Are there any suits or judgments pending against you? Yes No If yes, state amount $

Have you been declared bankrupt in the last 10 years? Yes No

1.

2.

Location

How Held

Name(s) of Owner(s)

Purchase Price $ Balance Owing $

Location

How Held

Name(s) of Owner(s)

Purchase Price $ Balance Owing $

1.

2.

Location

How Held

Name(s) of Owner(s)

Purchase Price $ Balance Owing $

Location

How Held

Name(s) of Owner(s)

Purchase Price $ Balance Owing $

I certify that everything I have stated in this application and on any attachments is correct. Lender may keep this application whether or not it isapproved. By signing below I authorize Lender to check my credit and employment history and to answer questions others may ask Lender about mycredit record with Lender. I understand that I must update this credit information at Lender's request and if my financial condition changes.

only

PLEASE PRINT

Note: Complete "Other Party Information" if another person will be permitted to use the account, or if the individual applicant is relying onthe income of others as a basis for repayment, or the individual applicant lives in a community property state or is relying on property

located in a community property state as a basis for repayment of the credit requested.

You need not list income from alimony, child support or separate maintenance if you do not want it considered in determining your ability to repay thisobligation. If you do list such income, please provide "Other Party Information" about the person on whom you are relying for such income.

Include any amounts you must pay toward alimony, child support or separate maintenance. Also list all credit card obligations.

Do not include real estate assets. Include cash in savings institutions, stocks, bonds, cash value of life insurance, autos, etc.

Applicant X Date Co-Applicant X Date

If you or co-applicant or other party answers yes to any of the following questions, please explain on backside.

IMPORTANT APPLICANT INFORMATION: Federal law requires financial institutions to obtain sufficient information to verify your identity. You may be asked severalquestions and to provide one or more forms of identification to fulfill this requirement. In some instances we may use outside sources to confirm the information. Theinformation you provide is protected by our privacy policy and federal law.

OPEN-END CREDIT LOAN APPLICATION

CO-APPLICANT OR OTHER PARTY INFORMATION

INCOME

OBLIGATIONS

ASSETS

INCOME

REAL ESTATE

OBLIGATIONS

ASSETS

REAL ESTATE

APPLICANT INFORMATION

GENERAL INFORMATION

-1985 Bankers Systems, Inc., St. Cloud, MN Form OCP1-APP-LAZ 8/31/2005

/ /

/ /

/ /

/ /(page 1 of 1)

Base Employment Income Month

Dividends/Interest, Net Rental Income Month

Other Month

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FEDERAL CREDIT APPLICATION INSURANCE DISCLOSURE

I have applied for an extension of credit with you. You are soliciting, offering, or selling me an insurance

product or annuity in connection with this extension of credit.

1.

2.

By signing, I acknowledge that I have received a copy of this form on today's date. Unless this disclosure is

provided electronically or I have applied for credit by mail, I also acknowledge that you have provided this

disclosure to me orally.

........................................................................... ...........................................................................Consumer Date Consumer Date

My purchase of an insurance product or annuity from you or from any of your affiliates; or

My agreement not to obtain, or a prohibition on me from obtaining, an insurance product or annuity

from an unaffiliated entity.

FEDERAL LAW PROHIBITS YOU FROM

CONDITIONING THE EXTENSION OF CREDIT ON EITHER:

2001 Bankers Systems, Inc., St. Cloud, MN Form INS-FED 2/15/2001- (page 1 of 1)

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NOTICE OF ACTION TAKENDate

SSN/TIN

The Federal Equal Credit Opportunity Actprohibits creditors from discriminating against creditapplicants on the basis of race, color, religion,national origin, sex, marital status, age (providedthat the applicant has the capacity to enter into abinding contract); because all or part of theapplicant's income derives from any publicassistance program; or because the applicant has ingood faith exercised any right under the ConsumerCredit Protection Act. The Federal Agency thatadministers compliance with this law concerningthis creditor is:

Regarding your .

We must inform you that:

We are unable to make a decision on your application because it is missing the following information:

.

Please furnish this information to us on or before at the address listed above or we will be unable

We are unable to offer you credit on the terms that you requested, but can offer you credit on the following terms:

.

If this offer is acceptable to you, please notify us on or before at the address listed above.

We are unable to approve your request. Our principal reasons for denying your request are indicated below.

.

We regret that we are unable to approve your request. Your application was processed by a credit scoring system that assigns a numerical value to thevarious items of information we consider in evaluating an application. These numerical values are based upon the results of analyses of repayment histories oflarge numbers of customers. The information you provided in your application did not score a sufficient number of points for approval of the application. Theprincipal reasons why you did not score well compared to other applicants are indicated below.

PRINCIPAL REASONS FOR ADVERSE ACTION CONCERNING CREDIT

Where applicable, our principal reasons for denying your request or reasons you did not score well under the credit scoring system are:

.

If you have any questions regarding this notice, you should contact

. Telephone .

DISCLOSURE OF USE OF INFORMATION OBTAINED FROM AN OUTSIDE SOURCE:

Our credit decision was based in whole or in part on information obtained from an affiliate or from an outside source other than a consumer reporting agency.Under the Fair Credit Reporting Act, you have the right to obtain a disclosure of the nature of this information if you submit a written request to us no laterthan 60 days after you receive this notice.

NOTICE OF RIGHT TO RECEIVE COPY OF APPRAISALYou have the right to a copy of the appraisal report used in connection with your application for credit. If you wish a copy, please write to us at the mailing

address we have provided. We must hear from you no later than 90 days after we notify you about the action taken on your credit application or you withdrawyour application.

In your letter, give us the following information: Loan or application number, if known, date of application, name(s) of loan applicant(s), property address, andyour current mailing address.

Name: Telephone:

Address:

Name: Telephone:

Address:

Our credit decision was based in whole or in part on information obtained in a report from the consumer reporting agency(ies) listed below. However, thereporting agency did not make the decision and is unable to supply you with specific reasons for why we have denied credit to you. You have a right underthe Fair Credit Reporting Act to know the information contained in your credit file at the consumer reporting agency. Under the Fair Credit Reporting Act, youhave the right to obtain a free copy of this report if you submit a written request to the agency(ies) named below no later than 60 days after you receive thisnotice. Under the Fair Credit Reporting Act you also have the right to dispute with the consumer reporting agency the accuracy or completeness of anyinformation in the report.

to give your application further consideration.

Name: Telephone:

Address:

Name: Telephone:

Address:

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(Code numbers, if any,

correspond to the reasons provided on page two of this document):

(page 1 of 2)-1986, 1997 Bankers Systems, Inc., St. Cloud, MN Form DN-FCRA-C 8/16/2004

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ADVERSE ACTION CODESCode 1. Insufficient number of credit references provided. Code 11. Temporary Residence.Code 2. Unacceptable type of credit references provided. Code 12. Unable to verify residence.Code 3. Unable to verify credit references. Code 13. No credit file.Code 4. Income insufficient for amount of credit requested. Code 14. Limited credit experience.Code 5. Excessive obligations in relation to income. Code 15. Poor credit performance with us.Code 6. Unable to verify income. Code 16. Bankruptcy.Code 7. Temporary or irregular employment. Code 17. Lack of established earnings record.Code 8. Unable to verify employment. Code 18. Value or type of collateral not sufficient.Code 9. Length of employment. Code 19. Slow or past due in trade or loan payments.Code 10. Length of residence. Code 20. Delinquent past or present credit obligations with others.

Code 21. Collection action or judgment.Code 22. Garnishment or attachment.Code 23. Foreclosure or repossession.Code 24. Number of recent inquiries on credit bureau report.

(page 2 of 2)-1986, 1997 Bankers Systems, Inc., St. Cloud, MN Form DN-FCRA-C 8/16/2004

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NOTICE OF ACTION TAKENDate

SSN/TIN

The Federal Equal Credit Opportunity Act prohibitscreditors from discriminating against creditapplicants on the basis of race, color, religion,national origin, sex, marital status, age (providedthat the applicant has the capacity to enter into abinding contract); because all or part of theapplicant's income derives from any publicassistance program; or because the applicant has ingood faith exercised any right under the ConsumerCredit Protection Act. The Federal Agency thatadministers compliance with this law concerningthis creditor is:

Dear

Thank you for your Application for .

Based upon your Application we must inform you that:

We are unable to make a decision on your Application because it is missing the following information:

.

Please furnish this information to us on or before at the address listed above or we will be unable

We are unable to offer you credit on the terms that you requested, but can offer you credit on the following terms:

.

If this offer is acceptable to you, please notify us on or before at the address listed above.

If checked, our principal reasons for denying your original request are indicated below.

We are regrettably unable to approve your request. Our principal reasons for this decision are indicated below.

Where applicable, the following are our principal reasons for taking adverse action:

Insufficient number of credit references provided.

Unacceptable type of credit references provided.

Unable to verify credit references.

Income insufficient for amount of credit requested.

Excessive obligations in relation to income.

Unable to verify income.

Temporary or irregular employment.

Unable to verify employment.

Length of employment.

Length of residence.

Temporary residence.

Unable to verify residence.

No credit file.

Limited credit experience.

Poor credit performance with us.

Number of recent inquiries on credit bureaureport.

Other, Specify:

.

If you have any questions regarding this notice, you should contact .

Telephone .

NOTICE OF RIGHT TO RECEIVE COPY OF APPRAISALYou have the right to a copy of the appraisal report used in connection with your application for credit. If you wish a copy, please write to us at the mailing

address we have provided. We must hear from you no later than 90 days after we notify you about the action taken on your credit application or you withdrawyour application.

In your letter, give us the following information: Loan or application number, if known, date of application, name(s) of loan applicant(s), property address, andyour current mailing address.

Name:

Address:

Telephone:

Our credit decision was based in whole or in part on information obtained in a report from the consumer reporting agency listed below. However, the reportingagency did not make the decision and is unable to supply you with specific reasons for why we have denied credit to you. You have a right under the FairCredit Reporting Act to know the information contained in your credit file at the consumer reporting agency. Under the Fair Credit Reporting Act, you have theright to obtain a free copy of this report if you submit a written request to the agency named below no later than 60 days after you receive this notice. Underthe Fair Credit Reporting Act you also have the right to dispute with the consumer reporting agency the accuracy or completeness of any information in the report.

to give your Application further consideration.

Delinquent past or present creditobligations with others.

Our credit decision was based in whole or in part on information obtained from an affiliate or from an outside source other than a consumer reporting agency.Under the Fair Credit Reporting Act, you have the right to obtain a disclosure of the nature of this information if you submit a written request to us no laterthan 60 days after you receive this notice.

Collection action or judgment.

Garnishment or attachment.

Foreclosure or repossession.

Bankruptcy.

Value or type of collateral not sufficient.

Lack of established earnings record.

Slow or past due in trade or loan payments.

Name:

Address:

Telephone:

Name:

Address:

Name:

Address:

Telephone:

Telephone:

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DISCLOSURE OF USE OF INFORMATION OBTAINED FROM AN OUTSIDE SOURCE:

-1986 Bankers Systems, Inc., St. Cloud, MN Form REG-B-NAT 11/8/2004 (page 1 of 1)

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As a participant in the consumer reporting system, we furnish information about ourexperience with you to consumer reporting agencies. These consumer reports allow us to makecredit and other opportunities available to you. If you believe that we have furnishedinformation to a consumer reporting agency that is inaccurate please notify us at the followingaddress and identify the specific information that is inaccurate.

NOTICE REGARDING INACCURATE INFORMATION

1997 Bankers Systems, Inc., St. Cloud, MN Form FCRA-NRA 5/15/97- (page 1 of 1)

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CREDIT REPORT AUTHORIZATION

Business Entity

Date Savings Account #Tax ID # Checking Account #Customer # Loan #Other Services

As used in this document, the words "you" and "your" mean the individual signers listed below and the words "we" and "us"mean the financial institution.

We need to verify your creditworthiness for the following reason(s):

The above-named Business Entity with which you are associated has applied for a loan from us.The above-named Business Entity with which you are associated has applied to open a deposit or share account with us.

.

You understand that we have a current need to review your creditworthiness as an individual. By signing below, you authorize usto check your credit account and employment history and/or have a credit reporting agency prepare a credit report on you. Youalso acknowledge that we will verify the creditworthiness of the above-named Business Entity.

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(Signature) (Date)

(Name/Title) (Identifying Information) (Name/Title) (Identifying Information)

(Signature) (Date)

(Name/Title) (Identifying Information)

(Signature) (Date)

(Name/Title) (Identifying Information)

(Signature) (Date)

-2000 Bankers Systems, Inc., St. Cloud, MN Form FCRA-CRA-B 11/20/2000 (page 1 of 1)

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COMMERCIAL LOAN APPLICATION - SUMMARY

Financial Summary

Equal Credit Opportunity Notice

Additional Information RequestedProfit and Loss

General Information

Loan Request

(See page 2 for explanation)

Creditor's Name and Address

Liabilities

Applicant's Name and Address

Assets

IMPORTANT APPLICANT INFORMATION:

NOTICE - JOINT CREDIT:

Current Liabilities

Long Term Liabilities

Other Liabilities

Total Liabilities

Net Worth (Total Assets minus Total Liabilities)

Total Liabilities and Net Worth

Are Any Returns Being Contested or Audited: Yes No

Financial Statement Submitted with this Summary. Current Financial Statement on File with Creditor.

Amount Requested $

Purpose of Loan Terms

Legal Relationship:

Authorization Resolution Dated:

Income Tax Return Filed Through What Date:

Name of Accountant or Accounting Firm:

Names of Persons Authorized to Borrow Money on Behalf of and in the Name of the Applicant:

Corporation Partnership Sole-Proprietorship Other

Submitted with Statement On File With Creditor To Be Provided

Yes No

Date

Telephone #

Taxpayer I.D.#

Nature of Business

Business Year End Date

Were your gross revenues $1,000,000 or less in your previous fiscal year?

Date of Birth - (for individuals only)From

Current Assets

Account/Trade Receivables

Inventory - Gross

Fixed Assets

Other

Total Assets

NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors fromdiscriminating against credit applicants on the basis of race, color, religion,national origin, sex, marital status, age (providing the applicant has thecapacity to enter into a binding contract), because all or a part of theapplicant's income derives from any public assistance program; or because theapplicant has in good faith exercised any right under the Consumer CreditProtection Act. The federal agency that administers compliance with this lawconcerning this creditor is:

Net Sales

Gross Profit

Net Operating Profit

Net Profit/Loss

Secured Unsecured Initial Request Additional Advance

If you answered "yes" and the Creditor denies your application for credit, youhave the right to a written statement of the specific reasons for the denial. Toobtain the statement please contact:

within 60 days from the date you are notified of Creditor's decision. TheCreditor will send you a written statement of reasons for the denial within 30days of receiving your request for the statement. The notice at right describesadditional protections extended to you.

Federal law requires financial institutions to obtain sufficient information to verify your identity. You may be asked severalquestions and to provide one or more forms of identification to fulfill this requirement. In some instances we may use outside sources to confirm the information.The information you provide is protected by our privacy policy and federal law.

We intend to apply for joint credit. (initials)

To

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, *-

CLAS 12/12/2007VMPC109 (0712).00

Page 1 of 2Initials:

Commercial Loan Application SummaryVMP Bankers SystemsWolters Kluwer Financial Services 1995, 2007

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CALIFORNIA NOTICE

Current Assets -

Account/Trade Receivables -

Inventory-Gross -

Fixed Assets -

Total Assets -

Current Liabilities -

Long Term Liabilities -

Total Liabilities -

Net Sales -

Gross Profit -

Net Operating Profit -

Net Profit or Loss -

Gross Revenues -

For transactions secured by real property:

Cash, marketable securities, accounts receivable - trade (net), inventory (net) and other current assets.

All current accounts and notes and deferred notes, less reserve for bad debts.

Value of finished goods, work in progress and raw materials.

Net value of all land, buildings, machinery, equipment, fixtures, furniture, etc.

All current assets, receivables, inventory, fixed assets and amounts due from officers and employees, investments, deferral/prepaid expenses,

1.

2.

3.

4.

5.

cash surrender value of life insurance policies and others.

Bank notes payable, other trade notes payable, accounts payable-trade, other accounts payable, due to officers and employees,

taxes-income other, accrued expenses, long term debt due within one year, other current liabilities.

6.

Notes, bonds, and mortgages and other accounts coming due in one year or more.

All current, long term and other liabilities.

All sales less discounts, charge-backs and allowances.

Net sales less the cost of goods sold.

7.

8.

9.

10.

Gross profit less: expenses, (selling, general and administrative, interest, depreciation), officer's compensation, provision for bad debt

and other expenses.

11.

Net operating profit, plus other income, less federal, state and local taxes.12.

Value of all sales and services provided prior to deducting discounts, charge backs and allowances. This amount is requested to determine

Applicant's rights and Creditor's obligations under the Equal Credit Opportunity Act. The term has no exact accounting definition and Creditor will rely on value

provided by Applicant.

Hazard Insurance exceeding the replacement value of the real property is not required as a condition of this loan.

13.

This information and the information provided on all accompanying financial statements and schedules is provided for the purpose of obtaining credit for theApplicant(s) or for the purpose of Applicant(s) guaranteeing credit for others. Applicant(s) acknowledge that representations made in this statement will be reliedon by Creditor in its decision to grant such credit. This Statement is true and correct in every detail and accurately represents the financial condition of theApplicant(s) on the date given below. Creditor is authorized to make all inquiries it deems necessary to verify the accuracy of the information contained herein andto determine the creditworthiness of the Applicant(s). Applicant(s) will promptly notify Creditor of any subsequent changes which would affect the accuracy ofthis Statement. Creditor is further authorized to answer any questions about Creditor's credit experience with Applicant(s). Applicant(s) are aware that anyknowing or willful false statements regarding the value of the above property for purposes of influencing the actions of Creditor can be a violation of federal law,18 U.S.C. & 1014, and may result in a fine or imprisonment or both.

In addition, each individual signing below authorizes the Creditor to check their individual credit account and employment history and have a credit reportingagency prepare a consumer credit report on them.

By signing below, the undersigned agree(s) to all the terms and conditions beginning on page 1 through the bottom of page 2 of this Application.

By

By

Signature Date

Signature Date

By

Signature Date

By

Signature Date

, *-

CLAS 12/12/2007VMPC109 (0712).00

Page 2 of 2Initials:

Commercial Loan Application SummaryVMP Bankers SystemsWolters Kluwer Financial Services 1995, 2007

DEFINITIONS

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COMMERCIAL LOAN APPLICATION

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New Joint application (Identify other applicants)

Refinance/Consolidation Loan Number(s), Balance, and Lender's Name:

Renewal/Extension (No New Advances)

Renewal with New Advance

Other Modification (Explain)

Date Received By

Action Taken: Approved Declined Rejected

Date Reviewed By

Action Taken: Approved Declined Rejected

Date Notified By

Notification Sent: In Person Telephone Letter

To:

Legal Name Organizational Form, Where and When Organized (ex., Corporation, Delaware, 1984)

Franchise, in full force and without defaults, with (Name of Franchiser)

Name(s) of Affiliated Entities

Current Tradename(s) Other Tradenames Used in Last 10 Years

Local Address Principal Executive Office Address

Phone No: Phone No:

Fax No: Fax No:

Tax Identification Number Nature of Business NAICS Code

Principals' Names, Addresses, Position Titles, Social Security Numbers and Date of Birth - (for individuals only)

Accountant Name, Address, and Phone Number

Financial Statements. (Check all that apply and attach statements to this application.)

Fiscal Year Calendar Year

Financial Statements covering to

Accounts Receivable Schedule covering to

Inventory Schedule covering to

Income Tax/Informational Returns for tax years

Other (Specify)

Other Statements. (Check all that apply and attach statements to this application.)

Business Plan dated

Project Plans & Specifications Project Budget dated

Franchise Agreement, FTC Franchiser Disclosure Statement

List of outstanding judgments or threatened lawsuits, arbitration, or other proceeding against loan applicant.

Other (Articles of Incorporation, Resolutions, etc.)

Amount Requested $

Commercial Purpose Loan

Agricultural Purpose Loan

Use of Proceeds (Brief Description of Intended Use):

Loan Payment (Choose One)

Principal and Interest

Principal, plus Interest

Interest Only

Single Payment

Other (describe)

Loan Advances (Choose One)

Single Advance/Closed End

Revolving Draw Loan

Draw Loan

Construction/Permanent Loan

Revolving Draw Construction Loan

Draw Construction Loan

Requested Payment Amount $ with Balloon $

Requested First Payment Date Requested Loan Term

Payment Frequency (if Installment) Monthly Quarterly Semi-Annually Other (describe)

Requested Interest Rate Fixed Variable Index (If Variable)

List of primary and secondary sources of repayment for this loan:

For Internal Use Only

2. LOAN REQUEST AND SOURCES OF REPAYMENT.

1. LOAN APPLICANT. Loan Applicant General Information.

1998 Bankers Systems, Inc., St. Cloud, MN Form COMM-APP 3/23/2004- (page 1 of 2)

IMPORTANT APPLICANT INFORMATION: Federal law requires financial institutions to obtain sufficient information to verify your identity. You may be asked severalquestions and to provide one or more forms of identification to fulfill this requirement. In some instances we may use outside sources to confirm the information. Theinformation you provide is protected by our privacy policy and federal law.

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4. LOAN GUARANTY. The requested loan will be guaranteed. (Complete this section if checked)

3. LOAN SECURITY. The requested loan will be secured. (Complete this section if checked)

EQUAL CREDIT OPPORTUNITY NOTICE:

NOTICE - JOINT CREDIT:

CREDIT DENIAL NOTICE.

X

X

SIGNATURES.

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The federal Equal CreditOpportunity Act prohibits creditors from discriminating against creditapplicants on the basis of race, color, religion, national origin, sex,marital status, age (providing the applicant has the capacity to enterinto a binding contract), because all or a part of the applicant'sincome derives from any public assistance program, or because theapplicant has in good faith exercised any right under the ConsumerCredit Protection Act. The federal agency that administerscompliance with this law concerning this creditor is:

We intend to apply for joint credit. (initials)

All loan proceeds will be for purchase of collateral.

Description of purchase money collateral:

$ of the proceeds will be for purchase of collateral.

Appraised value of purchase money collateral $

Brief description of non-purchase money collateral:

Appraised value $

Liens on collateral (List any collateral with liens on it, the amount of underlying debt, the names and addresses of collateral's lienholders)

Non-Applicant owners of collateral. Attach a separate list with name(s), address(es), and phone number(s) of any other owner(s) of the

owner(s) of the collateral.

Description of current property insurance on existing collateral

Type: Deductible:

Coverage: Term:

Legal name

Address

Phone No:

Guarantor Financial Statements. If checked, Guarantor is an entity and will provide financial statements upon request by Lender.

Security. Brief description of collateral to secure this guaranty

Appraised value of guaranty collateral $

Liens on collateral (List any collateral with liens on it, the amount of underlying debt, and the names and addresses of collateral's lienholders):

Non-Guarantor owners of collateral. If checked, attach a separate list with the name(s), address(es), and phone number(s) of any other

Guarantor or affiliate were declared bankrupt within the last 10 years.

There are outstanding judgments against Guarantor. (Attach Summary)

On a separate sheet, list each threatened or pending lawsuit,arbitration, or other proceeding and its amount claimed.

Description of current property insurance on non-purchase money collateral

Type: Deductible:

Coverage: Term:

collateral.

In addition, each individual signing below authorizes the Creditor to check their individual credit account and employment history and have a creditreporting agency prepare a consumer credit report on them.

within 60 days from the date you are notified of our decision. Wewill send you a written statement of reasons for the denial within 30days of receiving your request for the statement. The notice thatfollows describes additional protections extended to you.

If your gross revenues were $1,000,000or less in your previous fiscal year, or you are requesting tradecredit, a factoring agreement, or similar types of business credit inthis Commercial Loan Application, and if your application forbusiness credit is denied, you have the right to a written statementof the specific reasons for the denial. To obtain the statement pleasecontact (Name, address, and telephone number of the person oroffice from which the statement of reasons can be obtained):

By

By

Applicant Name

Title

Title

Date

Date

for Applicant

for Applicant

By signing below, Loan Applicant submits this application and the information provided on all accompanying financial statements andschedules for the purpose of obtaining credit and represents that the information submitted is accurate and complete. Loan Applicant acknowledgesthat representations made in this application will be relied on by Lender in evaluating this application and, if approved, in extending credit. LoanApplicant represents that none of the parties named in this application have relied on advice from the Lender in applying for or receiving any credit.Loan Applicant acknowledges that Lender has not made any commitment to approve this application and extend credit, unless otherwise agreed toin writing. Lender is authorized to conduct any inquiries it decides are necessary to verify the accuracy of the information contained in thisapplication and to use any reasonable method to determine the creditworthiness of the Loan Applicant. Lender is also authorized to answer anyquestions from others about Lender's credit experience with the parties in this application. Loan Applicant will promptly notify Lender of anysubsequent changes which would affect the accuracy of this application, and will provide all documents and information that Lender decides arenecessary to complete this application. Loan Applicant authorizes Lender to retain this application, whether or not Lender approves any extension ofcredit. Any intentional misrepresentation of the information contained herein could result in criminal action under federal law.

1998 Bankers Systems, Inc., St. Cloud, MN Form COMM-APP 3/23/2004- (page 2 of 2)

For Internal Use Only

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ENTITY AUTHORIZATION

NOT FOR CONSUMER PURPOSES

(Indicate a, b, c, d, e and/or f to exercise each specific power):

AUTHORIZATIONS FOR ENTITIES

SPECIFIC AUTHORIZATIONS.

ENTITY CERTIFICATIONS.

GENERAL AUTHORIZATIONS.

(a)

(b)

(c)

(d)

(e)

(f)

Individual's Name, Title, & if applicable,Representative Entity's Name and Relationship to Authorizing Entity

Signature or Facsimile Signature

Authorizing Entity authorizes and directs the designated Agents to act, as indicated, on Authorizing Entity's behalf to:

Open or close any share or deposit accounts in Authorizing Entity's name, including, without limitation, accounts such as

share draft, checking, savings, certificates of deposit or term share accounts, escrow, demand deposit, reserve, and

overdraft line-of-credit accounts. Number of signatures required .

Enter into and execute any preauthorized electronic transfer agreements for automatic withdrawals, deposits or transfers

initiated through an electronic ATM or point-of-sale terminal, telephone, computer or magnetic tape using an access device

like an ATM or debit card, a code or other similar means. Number of signatures required .

Enter into and execute commercial wire transfer agreements that authorize transfers by telephone or other communication

systems through the network chosen by Financial Institution. Number of signatures required .

Endorse for cash, deposit, negotiation, collection or discount by Financial Institution any and all deposit checks, drafts,

certificates of deposit and other instruments and orders for the payment of money owned or held by Trust. Number of

signatures required .

Sign checks or orders for the payment of money, withdraw or transfer funds on deposit with you. Number of signatures

required .

Enter into and execute a written night depository agreement, a lock-box agreement or a safe deposit box lease agreement.

Number of signatures required .

Borrow money or obtain other credit or financial accommodation from Financial Institution on behalf of and in the name of

Authorizing Entity on the terms agreed to with Financial Institution. The designated Agents may execute and endorse

Institution) is designated to provide Authorizing Entity the financial accommodations indicated in this Authorization, subject to the Financial Institution'srules and regulations from time to time. All prior transactions obligating Authorizing Entity to Financial Institution by or on behalf of Authorizing Entityare ratified by execution of this Authorization. Any Agent, while acting on behalf of Authorizing Entity, is authorized, subject to any expressedrestrictions, to make all other arrangements with Financial Institution which are necessary for the effective exercise of the powers indicated within thisAuthorization. The signatures of the Agents are conclusive evidence of their authority to act on behalf of Authorizing Entity. Unless otherwise agreedto in writing, this Authorization replaces any earlier related Authorization and will remain effective until Financial Institution receives and records anexpress written notice of its revocation, modification or replacement. Any revocation, modification or replacement of this Authorization must beaccompanied by documentation, satisfactory to Financial Institution, establishing the authority for the change. Authorizing Entity agrees not to combineproceeds from collateral securing any debts owed to Financial Institution with unrelated funds.

The following persons (Agents) are authorized to act on behalf of Authorizing Entity in fulfilling the purposes of thisAuthorization:

Authorizing Entity operates or owns or leases property. Authorizing Entity has the power and authority to provide this Authorization, to confer thepowers granted in this Authorization and to carry on Authorizing Entity's business and activities as now conducted. The designated Agents have thepower and authority to exercise the actions specified in this Authorization and Authorizing Entity properly adopted these authorizations and appointedthe Agents and me to act on its behalf. Authorizing Entity will notify Financial Institution before reorganizing, merging, consolidating, recapitalizing,dissolving or otherwise materially changing ownership, management or organizational form. Authorizing Entity will be fully liable for failing to notifyFinancial Institution of these material changes.

I, , certify that: I am a/the

designated to act on behalf of

(Authorizing Entity). Authorizing Entity is a

and its Taxpayer Identification Number . I am authorized and directed to execute an

original or a copy of this Authorization to Financial Institution, and anyone else requiring a copy. Authorizing Entity is duly organized, validly existing

and in good standing under the laws of and is duly qualified, validly existing and in good standing in all jurisdictions where

Authorizing Entity conducts business and other activities under the additional trade name or fictitious name of

and Authorizing Entity has the legal power and authority to use this trade name or

fictitious name. Authorizing Entity will not use any trade name or fictitious name without Financial Institution's prior written consent and will

preserve Authorizing Entity's existing name, trade names, fictitious names and franchises.

I certify Authorizing Entity authorizes and agrees that: (Financial

Authorizing Entity has adopted any facsimile signatures indicated above. Financial Institution may rely on those facsimile signatures that resemble thespecimens within this Authorization or the specimens that Authorizing Entity periodically files with Financial Institution, regardless of by whom or bywhat means the signatures were affixed.

-2000 Bankers Systems, Inc., St. Cloud, MN Form AUTH-ENTITY 4/30/2003

(Authorization Signer's name)

(Authorization Signer's title)

(type of entity, like a "non-profit" corporation)

(page 1 of 2)

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AUTHORIZATION'S SIGNERS:

INTERPRETATION.

All Debts.

Specific Debts.

All Debts.

SIGNATURES.

Specific Debts.

FOR FINANCIAL INSTITUTION USE ONLYFOR FINANCIAL INSTITUTION USE ONLY

Pennsylvania.

-2000 Bankers Systems, Inc., St. Cloud, MN Form AUTH-ENTITY 4/30/2003

(describe)

(specify)

Name Attest: Name

(describe)

(page 2 of 2)

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 Authorization.

All debts, liabilities and obligations of every type and description owed now or in the future by Authorizing

Entity to Financial Institution.

Number of signatures required .

Receive and acknowledge receipt for funds, whether payable to the order of Authorizing Entity or an Agent, without

additional certification as to the use of the proceeds. Number of signatures required .

Guaranty the payment and performance of debts, liabilities and obligations owed to Financial Institution or its successors and

assigns by (Borrower):

The debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications,

evidenced by :

All debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications, that

Borrower owes now or in the future to Financial Institution, to the extent allowed by law.

Number of signatures required .

The designated Agents may also grant a security interest, lien or other encumbrance to Financial Institution in any or all real

or personal property that Authorizing Entity now owns or may acquire in the future for the payment or performance of this

guaranty. Number of signatures required .

Periodically amend, restructure, renew, extend, modify, substitute or terminate any agreements or arrangements with

Financial Institution that relate to this Authorization. Number of signatures required .

Execute other agreements that Financial Institution may require, and perform or cause to be performed any further action

necessary to carry out the purposes of this Authorization. Number of signatures required .

Other .

Number of signatures required .

By:

By signing, I certify and agree to the terms contained in this Authorization on behalf of Authorizing Entity on

. I also acknowledge receipt of a copy of this Authorization.

Grant a security interest, lien or other encumbrance to Financial Institution in any or all real or personal property that

Authorizing Entity now owns or may acquire in the future for the payment or performance of:

The debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications,

evidenced by :

Acct/Loan # Authorization and agreement completed and effective .

By for the Financial Institution.

Acct/Loan # Authorization and agreement completed and effective .

By for the Financial Institution.

By:

promissory notes, acceptances or other evidences of indebtedness. If checked, the maximum outstanding credit limit for

all available credit and financial accommodation to Authorizing Entity from Financial Institution must not exceed

$ . Number of signatures required .

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.

Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any

provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601

et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

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TRUST AUTHORIZATION

Name and Address of 2nd Successor TrusteeName and Address of 1st Successor Trustee

2001 Bankers Systems, Inc., St. Cloud, MN Form AUTH-TRUST 4/30/2003

(Name Of Trust)

(check one)

(describe)

Signature or Facsimile SignatureIndividual's Name, Title, & if applicable,Representative Entity's Name and Relationship to Trust

Trust authorizes and directs the designated Trustee to act, as indicated, on Trust's behalf to:

The undersigned,

(Trustee), certify that: the undersigned is/are the current Trustee(s), designated to act on behalf of

, Taxpayer Identification Number (Trust). The

beneficiaries of this Trust are named in the Trust Documentation on file are as follows:

. Trustee is authorized and directed to execute an original or a copy of this Authorization to

Financial Institution, and anyone else requiring a copy. This Trust is duly organized, validly existing and in good standing under the laws of

, and is duly qualified, validly existing and in good standing in all jurisdictions where Trust operates or owns or leases

I certify Trust authorizes and agrees that: (Financial Institution) is

designated to provide Trust the financial accommodations indicated in this Authorization, subject to the Financial Institution's rules from time to time.

Trustee is authorized to act on behalf of Trust in fulfilling the purposes of this Authorization:

The debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications,

evidenced by :

All debts, liabilities and obligations of every type and description owed now or in the future by Trust to

Financial Institution.

Number of signatures required .

property. Trust has the power and authority to provide this Authorization, to confer the powers granted in this Authorization and to carry on Trust'sactivities as now being conducted. If Trustee is unable or unwilling to serve as Trustee, then any of the following (in the order indicated) may serve asa successor trustee and will become the Trustee on providing Financial Institution with properly authenticated signature or facsimile signature ondocumentation that is satisfactory to Financial Institution.

Open or close any share or deposit accounts in Trust's name, including, without limitation, accounts such as share draft,

checking, savings, certificates of deposit or term share accounts, escrow, demand deposit, reserve, and overdraft

line-of-credit accounts. Number of signatures required .

Enter into and execute any preauthorized electronic transfer agreements for automatic withdrawals, deposits or transfers

initiated through an electronic ATM or point-of-sale terminal, telephone, computer or magnetic tape using an access device

like an ATM or debit card, a code or other similar means. Number of signatures required .

Enter into and execute commercial wire transfer agreements that authorize transfers by telephone or other communication

systems through the network chosen by Financial Institution. Number of signatures required .

Endorse for cash, deposit, negotiation, collection or discount by Financial Institution any and all checks, drafts, certificates

of deposit and other instruments or orders for the payment of money owned or held by Trust.

Number of signatures required .

Sign checks or orders for the payment of money, withdraw or transfer funds on deposit with you.

Number of signatures required .

Enter into and execute a written night depository agreement, a lock-box agreement or a safe deposit box lease agreement.

Number of signatures required .

Borrow money or obtain other credit or financial accommodation from Financial Institution on behalf of and in the name of

Trust on the terms agreed to with Financial Institution. The designated Trustee may execute and endorse promissory notes,

acceptances or other evidences of indebtedness. If checked, the maximum outstanding credit limit for all this credit and

financial accommodation to Trust from Financial Institution must not exceed $ .

Number of signatures required .

Grant a security interest, lien or other encumbrance to Financial Institution in any or all real or personal property that Trust

now owns or may acquire in the future for the payment or performance of:

(a)

(b)

(c)

(d)

Trust has adopted any facsimile signatures indicated above. Financial Institution may rely on those facsimile signatures that resemble the specimenswithin this Authorization or the specimens that Trust periodically files with Financial Institution, regardless of by whom or by what means thesignatures were affixed.

(page 1 of 2)-

(Indicate a, b, c and/or d to exercise each specific power):

TRUST CERTIFICATIONS.

GENERAL AUTHORIZATIONS.

SPECIFIC AUTHORIZATIONS.

NOT FOR CONSUMER PURPOSES

Specific Debts.

All Debts.

AUTHORIZATION FOR TRUSTS

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ADDITIONAL TRUST CERTIFICATIONS.

ADDITIONAL GENERAL AUTHORIZATIONS.

INTERPRETATION.

FOR FINANCIAL INSTITUTION USE ONLY

SIGNATURES.

TRUSTEE:

Specific Debts.

All Debts.

Pennsylvania.

Financial Institution can determine whether a Trustee is unable or unwilling to serve as Trustee for thisAuthorization by relying on any of the following: (a) a certified death certificate of Trustee; (b) a writing signed by Trustee or Trustee's attorney in fact,conservator or guardian stating that Trustee is unable or unwilling to act as Trustee; or (c) a writing signed by a licensed physician stating that Trusteeis unable to act as Trustee.Trust has the power and authority to adopt and provide this Authorization and to confer the powers granted in this Authorization; the designatedTrustee has the power and authority to exercise the actions specified in this Authorization; and Trust properly adopted these authorizations andappointed the Trustees to act on its behalf. I certify that Trust authorizes and agrees to indemnify Financial Institution for any amounts that FinancialInstitution pays in any proceeding about the disbursement of Trust account funds to me or as I otherwise direct. I agree to reimburse FinancialInstitution for any transfers made at my direction, in whatever capacity or name, that are subsequently determined to be improper or unauthorized bythis Trust. Trust will indemnify and I will reimburse Financial Institution for any damages Financial Institution has paid or owes other claimants on Trustaccount funds, and attorneys' fees and costs Financial Institution incurred to resolve any proceeding about the disbursement of Trust account funds. Icertify that Trust agrees that Financial Institution is not acting as Trustee for the Trust. Financial Institution has assumed no obligation, other than thatimposed by law, to assure that Trust assets are properly applied when paid to me or properly delivered at my direction. At Financial Institution'srequest, I will provide Financial Institution with a copy of the Trust documentation and Financial Institution may retain this copy. Financial Institution'sretention of Trust documentation is not a representation as to the Trust's legality nor does Financial Institution assume any obligation to monitor orenforce the Trust's terms.

All prior transactions obligating Trust to Financial Institution by or on behalf of Trust are ratified byexecution of this Authorization. Any Trustee, while acting on behalf of Trust, is authorized, subject to any expressed restrictions, to make all otherarrangements with Financial Institution which are necessary for the effective exercise of the powers indicated within this Authorization. The signaturesof the Trustees are conclusive evidence of their authority to act on behalf of Trust. Unless otherwise agreed to in writing, this Authorization replacesany earlier related Authorization and will remain effective until Financial Institution receives and records an express written notice of its revocation,modification or replacement. Any revocation, modification or replacement of this Authorization must be accompanied by documentation, satisfactory toFinancial Institution, establishing the authority for the change. Trust agrees not to combine proceeds from collateral securing any debts owed toFinancial Institution with unrelated funds.

Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience onlyand are not to be used to interpret or define the terms of this Authorization.

Acct/Loan # Authorization and agreement completed and effective

By for the Financial Institution.

By signing, Trustee certifies and agrees to the terms contained in this Authorization (including these on page 2) on behalf of Trust on

. Trustee also acknowledges receipt of a copy of this Authorization.

By: By:

By: By:

Guaranty the payment and performance of debts, liabilities and obligations owed to Financial Institution or its successors

and assigns by :

The debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications,

evidenced by :

All debts, liabilities and obligations, and their renewals, extensions, refinancing and modifications, that

Borrower owes now or in the future to Financial Institution, to the extent allowed by law.

Number of signatures required .

The designated Trustee may also grant a security interest, lien or other encumbrance to Financial Institution in any or all real

or personal property that Trust now owns or may acquire in the future for the payment or performance of this guaranty.

Number of signatures required .

Receive and acknowledge receipt for funds, whether payable to the order of Trust or Trustee, without additional certification

as to the use of the proceeds. Number of signatures required .

Periodically amend, restructure, renew, extend, modify, substitute or terminate any agreements or arrangements with

Financial Institution that relate to this Authorization. Number of signatures required .

Execute other agreements that Financial Institution may require, and perform or cause to be performed any further action

necessary to carry out the purposes of this Authorization. Number of signatures required .

Other : .

Number of signatures required .

The designation of a Trustee does not create a power of attorney; therefore, Trustees are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless subject to 20 Pa.C.S.A. through a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

Trustee's Name Trustee's Name

Trustee's Name Trustee's Name

2001 Bankers Systems, Inc., St. Cloud, MN Form AUTH-TRUST 4/30/2003

(Borrower)

(describe)

(specify)

(page 2 of 2)-

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CORPORATE AUTHORIZATION RESOLUTIONBy:

Referred to in this document as "Financial Institution" Referred to in this document as "Corporation"

I, , certify that I am Secretary (clerk) of the above named corporation organized under the laws of

, Federal Employer I.D. Number , engaged in business under the trade name of

, and that the resolutions on this document are a correct copy of the resolutions

adopted at a meeting of the Board of Directors of the Corporation duly and properly called and held on (date).

These resolutions appear in the minutes of this meeting and have not been rescinded or modified.

Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:

A. X X

B. X X

C. X X

D. X X

E. X X

F. X X

Name and Title or Position Signature Facsimile Signature(if used)

(Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.Following each power indicate the number of Agent signatures required to exercise the power.)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Exercise all of the powers listed in this resolution.

Open any deposit or share account(s) in the name of the Corporation.

Other

.

Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation assecurity for sums borrowed, and to discount the same, unconditionally guarantee payment of all billsreceived, negotiated or discounted and to waive demand, presentment, protest, notice of protest andnotice of non-payment.

Indicate A, B, C, Description of Power Indicate number ofD, E, and/or F signatures required

Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a SafeDeposit Box in this Financial Institution.

Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notesor other evidences of indebtedness.

The following are the Corporation's express limitations on the powers granted under this resolution.

This resolution supersedes resolution dated . If not completed, all resolutions remain in effect.

Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on depositwith this Financial Institution.

I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority toadopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercisethe same. (Apply seal below where appropriate.)

If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have subscribed my name to this document and affixed the seal

of the Corporation on (date).

Attest by One Other Officer Secretary

AGENTS

POWERS GRANTED

LIMITATIONS ON POWERS

EFFECT ON PREVIOUS RESOLUTIONS

CERTIFICATION OF AUTHORITY

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- 1985, 1997 Bankers Systems, Inc., St. Cloud, MN Form CA-1 5/1/2003(page 1 of 2)

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FOR FINANCIAL INSTITUTION USE ONLY

The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated inthis resolution.This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by theFinancial Institution. Any and all prior resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution asgoverning the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges anexpress written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must beaccompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes.The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long asthey act in a representative capacity as an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations andorders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the FinancialInstitution, subject to any restrictions on this resolution or otherwise agreed to in writing.All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the FinancialInstitution prior to the adoption of this resolution are hereby ratified, approved and confirmed.The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporationauthorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that aredrawn on the Financial Institution, so long as they contain the required number of signatures for this purpose.The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of theCorporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automatedaccess device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to orobtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimilesignatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen hasbeen provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the FinancialInstitution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimilesignature may have been affixed so long as it resembles the facsimile signature specimen on file. The Corporation authorizes each Agent to havecustody of the Corporation's private key used to create a digital signature and to request issuance of a certificate listing the corresponding publickey. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unlessotherwise agreed in writing.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Acknowledged and received on (date) by (initials) This resolution is superseded by resolution dated .

Comments:

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

The Corporation named on this resolution resolves that,

Pennsylvania.

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RESOLUTIONS

- 1985, 1997 Bankers Systems, Inc., St. Cloud, MN Form CA-1 5/1/2003 (page 2 of 2)

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LIMITED LIABILITY COMPANY AUTHORIZATION RESOLUTIONBy:

Referred to in this document as "Financial Institution" Referred to in this document as "Limited Liability Company"

I, , certify that I am a Manager or Designated Member of the above named Limited Liability

Company organized under the laws of , Federal Employer I.D. Number ,

engaged in business under the trade name of , and that the resolutions on

this document are a correct copy of the resolutions adopted at a meeting of all members of the Limited Liability Company or the person or persons

designated by the members of the Limited Liability Company to manage the Limited Liability Company as provided in the articles of organization or an

operating agreement, duly and properly called and held on (date). These resolutions

appear in the minutes of this meeting and have not been rescinded or modified.

Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:

A. X X

B. X X

C. X X

D. X X

E. X X

F. X X

Name and Title or Position Signature Facsimile Signature (if used)

(Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.Following each power indicate the number of Agent signatures required to exercise the power.)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Exercise all of the powers listed in this resolution.

Open any deposit or share account(s) in the name of the Limited Liability Company.

Other

.

Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,bonds, real estate or other property now owned or hereafter owned or acquired by the Limited LiabilityCompany as security for sums borrowed, and to discount the same, unconditionally guarantee paymentof all bills received, negotiated or discounted and to waive demand, presentment, protest, notice ofprotest and notice of non-payment.

Indicate A, B, C, Description of Power Indicate number ofD, E, and/or F signatures required

Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a SafeDeposit Box in this Financial Institution.

Borrow money on behalf and in the name of the Limited Liability Company, sign, execute and deliverpromissory notes or other evidences of indebtedness.

The following are the Limited Liability Company's express limitations on the powers granted under this resolution.

This resolution supersedes resolution dated . If not completed, all resolutions remain in effect.

Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on depositwith this Financial Institution.

I further certify that the Managers or Designated Members of the Limited Liability Company have, and at the time of adoption of this resolution had, fullpower and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power andlawful authority to exercise the same. (Apply seal below where appropriate.)

In Witness Whereof, I have subscribed my name to this document and affixed the seal, if any,

of the Limited Liability Company on (date).

Attest by One Other Manager or Designated Member Manager or Designated Member

AGENTS

POWERS GRANTED

LIMITATIONS ON POWERS

EFFECT ON PREVIOUS RESOLUTIONS

CERTIFICATION OF AUTHORITY

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FOR FINANCIAL INSTITUTION USE ONLY

The Financial Institution is designated as a depository for the funds of the Limited Liability Company and to provide other financial accommodationsindicated in this resolution.This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by theFinancial Institution. Any and all prior resolutions adopted by the Managers or Designated Members of the Limited Liability Company and certified tothe Financial Institution as governing the operation of this Limited Liability Company's account(s), are in full force and effect, until the FinancialInstitution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification orreplacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for thechanges.The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Limited Liability Company. Any Agent,so long as they act in a representative capacity as an Agent of the Limited Liability Company, is authorized to make any and all other contracts,agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time totime with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing.All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Limited Liability Companywith the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed.The Limited Liability Company agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Limited LiabilityCompany. The Limited Liability Company authorizes the Financial Institution, at any time, to charge the Limited Liability Company for all checks,drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number ofsignatures for this purpose.The Limited Liability Company acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices toAgents of the Limited Liability Company to facilitate those powers authorized by this resolution or other resolutions in effect at the time ofissuance. The term "automated access device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.The Limited Liability Company acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issuedto or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to,facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signaturespecimen has been provided on this resolution, (or that are filed separately by the Limited Liability Company with the Financial Institution from timeto time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by whatmeans the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Limited Liability Companyauthorizes each Agent to have custody of the Limited Liability Company's private key used to create a digital signature and to request issuance of acertificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternativesignature and verification codes unless otherwise agreed in writing.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Acknowledged and received on (date) by (initials) This resolution is superseded by resolution dated .

Comments:

As used in this resolution, the term "Manager" means the person or persons designated by the members of the Limited Liability Company in amanager-managed Limited Liability Company to manage the Limited Liability Company as provided in the articles of organization or an operatingagreement. The term "Designated Member" means the member or members of the Limited Liability Company authorized to act on behalf of the LimitedLiability Company in a member-managed Limited Liability Company. By signing this resolution, Manager or Designated Member represent that theyhave provided the Financial Institution with true and complete copies of the articles of organization and operating agreements of the Limited LiabilityCompany as amended to the date of this resolution.

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

The Limited Liability Company named on this resolution resolves that,

Pennsylvania.

l

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RESOLUTION OF LODGE, ASSOCIATION OR OTHER SIMILAR ORGANIZATIONBy:

Referred to in this document as "Financial Institution" Referred to in this document as "Association"

I, , certify that I am Secretary (clerk) of the above named association organized under the laws of

, Federal Employer I.D. Number , and that the resolutions on this document

are a correct copy of the resolutions adopted at a meeting of the Association duly and properly called and held on (date).

These resolutions appear in the minutes of this meeting and have not been rescinded or modified.

Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:

X

X

X

A. X X

B. X X

C. X X

D. X X

E. X X

F. X X

Name and Title or Position Signature Facsimile Signature(if used)

(Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.Following each power indicate the number of Agent signatures required to exercise the power.)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Exercise all of the powers listed in this resolution.

Open any deposit or share account(s) in the name of the Association.

Other

.

Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,bonds, real estate or other property now owned or hereafter owned or acquired by the Association assecurity for sums borrowed, and to discount the same, unconditionally guarantee payment of all billsreceived, negotiated or discounted and to waive demand, presentment, protest, notice of protest andnotice of non-payment.

Indicate A, B, C, Description of Power Indicate number ofD, E, and/or F signatures required

Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a SafeDeposit Box in this Financial Institution.

Borrow money on behalf and in the name of the Association, sign, execute and deliver promissory notesor other evidences of indebtedness.

This resolution supersedes resolution dated . If not completed, all resolutions remain in effect.

If checked, the Association is a non-profit lodge, association or similar organization.

Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on depositwith this Financial Institution.

I further certify that the Association has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions onpage 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply sealbelow where appropriate.)

The following are the Association's express limitations on the powers granted under this resolution.

AGENTS

POWERS GRANTED

EFFECT ON PREVIOUS RESOLUTIONS

CERTIFICATION OF AUTHORITY

LIMITATIONS ON POWERS

l(Secretary)

(Attest by Other Officer)

(Attest by Other Officer)

1985, 1997 Bankers Systems, Inc., St. Cloud, MN Form OA-1 4/30/2003-(page 1 of 2)

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FOR FINANCIAL INSTITUTION USE ONLY

The Financial Institution is designated as a depository for the funds of the Association and to provide other financial accommodations indicated inthis resolution.This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by theFinancial Institution. Any and all prior resolutions adopted by the Association and certified to the Financial Institution as governing the operation ofthis association's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of itsrevocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation,satisfactory to the Financial Institution, establishing the authority for the changes.The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Association. Any Agent, so long asthey act in a representative capacity as an Agent of the Association, is authorized to make any and all other contracts, agreements, stipulations andorders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the FinancialInstitution, subject to any restrictions on this resolution or otherwise agreed to in writing.All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Association with the FinancialInstitution prior to the adoption of this resolution are hereby ratified, approved and confirmed.The Association agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Association. The Associationauthorizes the Financial Institution, at any time, to charge the Association for all checks, drafts, or other orders, for the payment of money, that aredrawn on the Financial Institution, so long as they contain the required number of signatures for this purpose.The Association acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of theAssociation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automatedaccess device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.The Association acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to orobtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimilesignatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen hasbeen provided on this resolution, (or that are filed separately by the Association with the Financial Institution from time to time) the FinancialInstitution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimilesignature may have been affixed so long as it resembles the facsimile signature specimen on file. The Association authorizes each Agent to havecustody of the Association's private key used to create a digital signature and to request issuance of a certificate listing the corresponding publickey. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unlessotherwise agreed in writing.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Acknowledged and received on (date) by (initials) This resolution is superseded by resolution dated .

Comments:

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

The Association named on this resolution resolves that,

Pennsylvania.

l

RESOLUTIONS

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PARTNERSHIP RESOLUTION OF AUTHORITYBy:

Referred to in this document as "Financial Institution" Referred to in this document as "Partnership"

The above-named parties represent that they constitute all of the partners of the partnership designated above, or if a limited partnership, constitute all

of the general partners of the partnership designated above. These individuals are referred to in this document as "Partners."

Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:

The above partnership consists of the following partners (or if a limited partnership, the following general partners):

A. X X

B. X X

C. X X

D. X X

E. X X

F. X X

Name and Title or Position Signature Facsimile Signature(if used)

(Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.Following each power indicate the number of Agent signatures required to exercise the power.)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Exercise all of the powers listed in this resolution.

Open any deposit or share account(s) in the name of the Partnership.

Other

.

Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,bonds, real estate or other property now owned or hereafter owned or acquired by the Partnership assecurity for sums borrowed, and to discount the same, unconditionally guarantee payment of all billsreceived, negotiated or discounted and to waive demand, presentment, protest, notice of protest andnotice of non-payment.

Indicate A, B, C, Description of Power Indicate number ofD, E, and/or F signatures required

Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a SafeDeposit Box in this Financial Institution.

Borrow money on behalf and in the name of the Partnership, sign, execute and deliver promissory notesor other evidences of indebtedness.

I further certify that the Partnership has, and at the time of adoption of this resolution had, full power and lawfulauthority to adopt the resolutions on page 2 and to confer the powers granted above to the person named who have full power and lawful authority toexercise the same.

Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on depositwith this Financial Institution.

Federal I.D. Number for Date(EIN if one has been obtained or SSN if no EIN (Trade Name of Partnership if EIN providedhas been obtained) or Name of Partner supplying SSN)

The following are the Partnership's express limitations on the powers granted under this resolution.

This resolution supersedes resolution dated . If not completed, all resolutions remain in effect.

X X X

X X X

AGENTS

POWERS GRANTED

CERTIFICATION OF AUTHORITY

Signatures: (Type name of each Partner below each signature line.)

LIMITATIONS ON POWERS

EFFECT ON PREVIOUS RESOLUTIONS

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FOR FINANCIAL INSTITUTION USE ONLY

The Financial Institution is designated as a depository for the funds of the Partnership and to provide other financial accommodations indicated inthis resolution.This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by theFinancial Institution. Any and all prior resolutions adopted by the Partners and certified to the Financial Institution as governing the operation of thispartnership's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of itsrevocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation,satisfactory to the Financial Institution, establishing the authority for the changes.The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Partnership. Any Agent, so long as theyact in a representative capacity as an Agent of the Partnership, is authorized to make any and all other contracts, agreements, stipulations andorders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the FinancialInstitution, subject to any restrictions on this resolution or otherwise agreed to in writing.All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Partnership with the FinancialInstitution prior to the adoption of this resolution are hereby ratified, approved and confirmed.The Partners agree to the terms and conditions of any account agreement, properly opened by any Agent of the Partnership. The Partners authorizethe Financial Institution, at any time, to charge the Partnership for all checks, drafts, or other orders, for the payment of money, that are drawn onthe Financial Institution, so long as they contain the required number of signatures for this purpose.The Partners acknowledge and agree that the Financial Institution may furnish at its discretion automated access devices to Agents of thePartnership to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automatedaccess device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.The Partners acknowledge and agree that the Financial Institution may rely on alternative signature and verification codes issued to or obtainedfrom the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatureson file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has beenprovided on this resolution, (or that are filed separately by the Partnership with the Financial Institution from time to time) the Financial Institution isauthorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature mayhave been affixed so long as it resembles the facsimile signature specimen on file. The Partners authorize each Agent to have custody of thePartnership's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The FinancialInstitution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed inwriting.If any other parties become interested in the partnership as co-partners, the partnership relationship is altered in any way or if the business shouldbecome incorporated, the Partners shall promptly notify the Financial Institution.By signing this resolution, Partners represent that they have provided the Financial Institution with true and complete copies of the partnershipagreement, if any, as amended to the date of this resolution.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Acknowledged and received on (date) by (initials) This resolution is superseded by resolution dated .

Comments:

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

The Partners to the Partnership resolve, warrant and agree as follows:

Pennsylvania.

l

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Subscribed and sworn to before me this

day of

Notary Public

.

(Type Name of Proprietor Below Signature)

In Witness Whereof I have subscribed my name to this document

on (date).

By:

Referred to in this document as "Financial Institution" Referred to in this document as "Proprietorship"

I, , certify that I am the sole owner of the above named proprietorship, Federal Tax I.D. Number

, engaged in business under the trade name of .

Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:

A. X X

B. X X

C. X X

D. X X

E. X X

F. X X

Name and Title or Position Signature Facsimile Signature(if used)

(Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.Following each power indicate the number of Agent signatures required to exercise the power.)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Exercise all of the powers listed in this resolution.

Open any deposit or share account(s) in the name of the Proprietorship.

Other

.

Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,bonds, real estate or other property now owned or hereafter owned or acquired by the Proprietorship assecurity for sums borrowed, and to discount the same, unconditionally guarantee payment of all billsreceived, negotiated or discounted and to waive demand, presentment, protest, notice of protest andnotice of non-payment.

Indicate A, B, C, Description of Power Indicate number ofD, E, and/or F signatures required

Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a SafeDeposit Box in this Financial Institution.

Borrow money on behalf and in the name of the Proprietorship, sign, execute and deliver promissorynotes or other evidences of indebtedness.

The following are the Proprietorship's express limitations on the powers granted under this resolution.

This resolution supersedes resolution dated . If not completed, all resolutions remain in effect.

Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on depositwith this Financial Institution.

Optional Notarization:

I further certify that the Proprietorship has, and at the time of adoption of this resolution had, full power and lawfulauthority to adopt the resolutions on page 2 and to confer the powers granted above to the person named who have full power and lawful authority toexercise the same.

SOLE PROPRIETORSHIP RESOLUTION OF AUTHORITY

AGENTS

POWERS GRANTED

LIMITATIONS ON POWERS

EFFECT ON PREVIOUS RESOLUTIONS

CERTIFICATION OF AUTHORITY

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FOR FINANCIAL INSTITUTION USE ONLY

The Financial Institution is designated as a depository for the funds of the Proprietorship and to provide other financial accommodations indicated inthis resolution.This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by theFinancial Institution. Any and all prior agreements or resolutions adopted by the Proprietorship and certified to the Financial Institution as governingthe operation of this proprietorship's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an expresswritten notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution or agreement must beaccompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes.The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Proprietorship. Any Agent, so long asthey act in a representative capacity as an Agent of the Proprietorship, is authorized to make any and all other contracts, agreements, stipulationsand orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the FinancialInstitution, subject to any restrictions on this resolution or otherwise agreed to in writing.All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Proprietorship with theFinancial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed.I agree to the terms and conditions of any account agreement, properly opened by any Agent of the Proprietorship. I authorize the FinancialInstitution, at any time, to charge the Proprietorship for all checks, drafts, or other orders, for the payment of money, that are drawn on theFinancial Institution, so long as they contain the required number of signatures for this purpose.I acknowledge and agree that the Financial Institution may furnish at its discretion automated access devices to Agents of the Proprietorship tofacilitate those powers authorized by this resolution or other writings in effect at the time of issuance. The term "automated access device"includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.I acknowledge and agree that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agentnamed on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with theFinancial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on thisresolution, (or that are filed separately by the Proprietorship with the Financial Institution from time to time) the Financial Institution is authorized totreat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have beenaffixed so long as it resembles the facsimile signature specimen on file. I authorize each Agent to have custody of the Proprietorship's private keyused to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have noresponsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Acknowledged and received on (date) by (initials) This resolution is superseded by resolution dated .

Comments:

As used in this agreement, "I" means the owner of the sole proprietorship designated on page one. The term "resolution" means this agreement or anyother agreement granting authority to others to act on behalf of the Proprietorship. I warrant that I am the sole owner of the business whose tradename is designated on this resolution. If any other parties acquire an ownership interest in the business (for example if I were to include a partner inownership or if I were to incorporate), or if the ownership is changed in any way and I do not notify the Financial Institution of that fact, I will remainfully liable personally in accordance with the terms of this resolution and any other agreements that I have signed. In consideration of the FinancialInstitution's acceptance of this account under the designated trade name, and/or for the purpose of cashing or negotiating checks, drafts or othernegotiable instruments payable to the designated trade name, that I endorse in my name as owner, that are endorsed in the designated trade name, orby those authorized on page one as Agents, I agree that:

The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Anyprovision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

l

(page 2 of 2)

The Proprietorship named on this resolution resolves that,

Pennsylvania.

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Consumer Documents

The following documents are included in this section:

NDaS-SI: Fixed Rate Consumer Loan Agreement (Bank only)

ND-FEE: Flat Fee Consumer Loan Agreement (Bank only)

CL-CU: Variable Simple Interest Note Disclosure, and Security Agreement (Credit Union only)

SA-CONS: Consumer Security Agreement

M-160: Assignment of Account

OE-TIL-ANT: Truth-in-Lending Disclosure

OL-F-D: Overdraft Fixed Draw Agreement

PL-V-E: Personal Line Variable Evergreen Agreement

OVERLMTCONLZ: Your Choice Regarding Over-the-Credit Limit Coverage on Your Line of Credit

ADD-CONV-OPT: Conversion Option Addendum

INS-WARN: Federal Sale of Insurance Disclosure

COSIGN-FTC: Notice to Cosigner

B-IDSTATE: Covered Borrower Identification Statement

CROSSCOLLADD: Cross-collateral Addendum

The historian, essentially, wants more documents than he can really use.

Henry James

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Note, Disclosure, and Security Agreement

Lender Borrower

Truth-in-Lending Disclosures

Promissory Note Itemization of Amount Financed

Security Agreement

l

l l

l

l

ll

l

ll

l

l

ll l

l

l

l

l

l

Refer to the attached addendum for additionalBorrowers and their signatures.

Loan Number

Loan Date

Maturity Date

Loan Amount

Renewal of

% $

The amount of credit provided to meor on my behalf.

The amount I will have paid when Ihave made all scheduled payments.

$ $

"e" means an estimate.

$

$

$

$This note has a demand feature. This note is payable on demand and all disclosures are based on an assumed maturity of one year.If I pay off this note early, I will not have to pay a penalty.

If I pay off this note early, I will not be entitled to a refund of the loan administrative fee.

If a payment is late (more than days after due) I will be charged

Thisamount may increase pursuant to Minn. Stat. § 47.59 Subd. 6(a)(4) so as to always permit the maximum charge allowed by law.

I am giving a security interest in:

the goods or property being purchased.

collateral securing other loans with you may also secure this loan.

(brief description of other property)

$

$

The annual percentage rate does not take into account my required deposit.

Someone buying the property securing this obligation cannot assume the remainder of the obligation on the original terms.I can see my contract documents for any additional information about nonpayment, default, any required repayment before the scheduled

date, and prepayment refunds and penalties.

For value received, I promise to pay to you, or your order, at

your address above, the principal sum of $ ,

plus interest from at the rate of

% per year until .

Interest accrues on a basis. I agreeto pay late charges in accordance with the provisions shown in the

Truth-in-Lending Disclosures. The purpose of this loan is

.I will pay this note as follows:

Interest due

Principal due

This note has payments. The first payment

will be in the amount of $ andwill be due . A payment of

$ will be due on theday of eachthereafter. The final payment of the entire unpaid balance of principal

and interest will be due .I also agree to pay a non-refundable loan

administrative fee of $ , and it will be paid in cash. paidpro rata over the loan term. withheld from the proceeds. (If this fee iswithheld from the proceeds, the amount is included in the principal sum.)

I agree to pay a service charge of $for each payment (check or automatic payment) returned unpaid.

Amount given to me directly $

Amount paid on my (loan) account $

$Amount paid to others on my behalf (Youmay retain or receive a portion of theseamounts.)

To insurance companies $

To public officials $

$

$

(less) Prepaid Finance Charge(s) $

$

To secure the obligations of this Loan Agreement, I give

you a security interest in the Property described below:

This Loan Agreement is secured by

Annual Percentage Rate Finance ChargeThe cost of my credit as a yearlyrate.

The dollar amount the credit willcost me.

Amount Financed

The Property will also serve as collateral forall present and future debts.

Amount Financed Total of Payments

My Payment Schedule Will Be:Payments Amount of Payments When Payments Are Due

Demand.Prepayment.

Late Charge.

Security.

Filing Fees.

Non-filing Insurance.

Required Deposit.

Assumption.Contract Documents.

Promise to Pay.

Payment.

Loan Administrative Fee.

Returned Payment Fee.

Other Terms.

Security.

All Debts.

Other Security.

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Additional Terms of the Promissory Note

Additional Terms of the Security Agreement

Definitions.

Payments.

Interest.

Prepayment.

Commissions.

Warranties and Representations.

Default.

Remedies.

Real Estate or Residence Security.

Waivers.

Collection Expenses and Attorneys Fees.

General Provisions.

Generally.

Purchase Money Security Interest.

Waivers.

Assumptions.

Perfection of Security Interest.

Duties Toward Property.

Insurance.

Simple Interest Note, Disclosure, and Security Agreement Consumer Loan Under MN. Stat. § 47.59 - Not for Open-End Credit

As used in this Loan Agreement, indicates terms that apply tothis Loan Agreement. refers to this Promissory Note, SecurityAgreement, and Truth in Lending Disclosures, and any extensions, renewals,modifications, and substitutions of this Loan Agreement. refers to thistransaction generally, including obligations and duties arising from the terms ofall documents prepared or submitted for this transaction, such as applications,security agreements, disclosures, or notes, and this Loan Agreement.

refers to the security agreement contained within this LoanAgreement. refers to all sums advanced to you under the terms ofthe Loan Agreement, and all present and future debts (if the All Debts subsectionof the Security Agreement has been checked). The pronouns , andrefer to each Borrower signing this Loan Agreement, individually and togetherwith their heirs, successors and assigns, and each other person or legal entity(including guarantors, endorsers, and sureties) who agrees to pay this LoanAgreement. and refer to the Lender and its successors and assigns.

Unless otherwise provided in the Other Terms section, eachpayment I make on this Loan Agreement will be applied first to any chargesI owe other than principal and interest, then to interest that is due, andfinally to principal that is due. No late charge will be assessed on anypayment when the only delinquency is due to late fees assessed on earlierpayments and the payment is otherwise a full payment. The actual amountof my final payment will depend on my payment record.

Interest will accrue on the unpaid principal balance until paid infull. For interest calculation, the accrual method will determine the number ofdays in a year. The interest rate and other charges on this Loan Agreementwill never exceed the highest rate or charge allowed by law for this loan. Ifthe amount collected is found to exceed the highest rate or charge allowed,you will refund an amount necessary to comply with the law.

I may prepay this Loan Agreement in whole or inpart at any time. Any partial prepayment will not excuse any laterscheduled payments until I pay in full.

I understand and agree that you (or your affiliate) will earncommissions or fees on any insurance products, and may earn such feeson other services that I buy through you or your affiliate.

I have the power and authority to enter intothis Loan Agreement. The execution and delivery of this Loan Agreement willnot violate any agreement governing me or my property, or to which I am a party.I own all of the Property, unless otherwise agreed and disclosed to you inwriting. Your claim to the Property is ahead of the claims of any other creditor,except as disclosed in writing to you prior to any advance on the Secured Debts.The Property has not been and will not be used for any purpose that wouldviolate any laws or subject the Property to forfeiture or seizure.

Subject to any limitations in the Real Estate or Residence Securitysection, I will be in default if any of the following occur.I fail to make a payment when due.I fail to perform any condition or keep any promise of this orany agreement I have made with you.

Subject to any limitations in the Real Estate or ResidenceSecurity section, after I default, and after you give any legally requirednotice and opportunity to cure the default, you may at your optiondo any one or more of the following.Make all or any part of the amount owing by the termsof this Loan Agreement due.Use any and all remedies you have under state or federal law, or inany instrument securing this Loan Agreement.Make a claim for any and all insurance benefits or refunds thatmay be available on my default.Set off any amount due and payable under the terms of this Loan Agreementagainst my right to receive money from you, unless prohibited by law.Make amounts advanced on my behalf due and add those amounts to thebalance owing under the terms of this Loan Agreement.Require me to gather the Property and make it available to you in a reasonablefashion (unless prohibited by law); keep or dispose of the Property as providedby law; apply the proceeds to your expenses of collection and enforcementand then to the Secured Debts; and, unless prohibited by law, and followingany required notice of deficiency, hold me liable for any deficiency if whatyou receive from the sale does not satisfy the Secured Debts.

By choosing any one or more of these remedies you do not give upyour right to use any other remedy. You do not waive a default if youchoose not to use a remedy. By electing not to use any remedy, youdo not waive your right to later consider the event a default and to useany remedies if the default continues or occurs again.

If this Loan Agreement is securedby real estate or a residence that is personal property, the existence of adefault and your remedies for such a default will be determined by applicablelaw, by the terms of any separate instrument creating the security interestand, to the extent not prohibited by law and not contrary to the terms ofthe separate security instrument, by this Loan Agreement.

To the extent not prohibited by law, I waive protest, presentmentfor payment, demand, notice of acceleration, notice of intent to accelerate,and notice of dishonor. You may renew or extend payments on this LoanAgreement, regardless of the number of such renewals or extensions. Youmay release any Borrower, endorser, guarantor, surety, accommodationmaker, or any other cosigner. You may release, substitute, or impairany Property securing this Loan Agreement.

On or after Default, to theextent permitted by law, I agree to pay all reasonable expenses of collection,enforcement, or protection of your rights and remedies under this LoanAgreement. Expenses include, but are not limited to, attorneys fees, court costsand other legal expenses. These expenses are due and payable immediately. Ifnot paid immediately, these expenses will bear interest from the date of paymentuntil paid in full at the rate provided in the terms of this Loan Agreement.All fees and expenses will be secured by the Property I have granted you, ifany. To the extent permitted by the United States Bankruptcy Code, I agree topay the reasonable attorneys fees you incur to collect this debt as awardedby any court exercising jurisdiction under the Bankruptcy Code.

This Loan Agreement is governed by the laws ofMinnesota, the United States of America, and to the extent required, by the lawsof the jurisdiction where the Property is located. If two or more Borrowerssign this Loan Agreement, we are liable to repay jointly and severally. ThisLoan Agreement is the complete and final expression of our agreement. Nomodification of this Loan Agreement is effective unless made in writing andsigned by me and you. The duties and benefits of this Loan Agreement willbind and benefit the successors and assigns of me and you. If any provisionof this Loan Agreement is unenforceable, then the unenforceable provisionwill be severed and the remaining provisions will be enforceable.Unless otherwise required by law, any notice will be given by delivering itor mailing it by first class mail to my last known address. Notice to oneparty will be deemed to be notice to all parties. Where a notice is required, Iagree that 10 days prior written notice will be reasonable notice to me underthe Uniform Commercial Code or other applicable state law.I will provide you any financial statement or information you request.All financial statements and information I give you will be correct andcomplete. My name and address are my exact legal name and myprincipal residence. I will provide you with at least 30 days noticeprior to changing my name or principal residence.I agree to sign, deliver, and file any additional documents or certifications thatyou may consider necessary to perfect, continue, and preserve my obligationsunder this Loan and to confirm your lien status on any Property.

means any collateral described in this Loan Agreementin which I have an interest, now or in the future, wherever the Property is orwill be located, and all proceeds and products from the Property. Propertyincludes all parts, accessories, repairs, replacements, improvements, andaccessions to the Property; any original evidence of title or ownership; and allobligations that support the payment or performance of the Property.If the All Debts subsection is checked, the Property also secures all presentand future debts, even if this Loan Agreement is not referenced in the debtinstrument, the future debts are also secured by other collateral, or if the futuredebt is unrelated to or of a different type than this debt. Nothing in this LoanAgreement is a commitment to make future loans or advances. This LoanAgreement will not secure any debt for which you fail to give any requirednotice of the right of rescission (i.e., right to cancel), or any debt for which anon-possessory, non-purchase money security interest is created in

in connection with a , as those terms are defined byfederal law governing unfair and deceptive credit practices.

If this is a purchase money loan (the loanproceeds are used to purchase the collateral), I authorize you, at your option, todisburse the loan proceeds directly to the seller of the Property. The portion ofthe Property purchased with loan proceeds will remain subject to your purchasemoney security interest until the Secured Debts are paid in full. Payments onany non-purchase money loan also secured by this Security Agreement willnot be applied to the purchase money loan. Payments on the purchase moneyloan will be applied first to the non-purchase money portion of the loan, if any,and then to the purchase money portion in the order in which the purchasemoney Property was acquired. If the purchase money Property was acquiredat the same time, then payments will be applied in the order you select. Nosecurity interest will be terminated by application of this formula.

I waive all claims for loss or damage caused by your acts or omissionswhere you acted reasonably and in good faith. I waive all rights I have now or inthe future to a homestead or personal property exemption in the Property.

Someone buying the Property cannot assume theobligation. You may declare the entire balance of the Loan Agreementto be immediately due and payable upon the creation of, or contract forthe creation of, a transfer or sale of the Property.

I authorize you to file a financingstatement covering the Property. I agree to comply with, facilitate,and otherwise assist you in connection with perfecting your securityinterest under the Uniform Commercial Code. I agree to pay all actualcosts of terminating your security interest.

I will protect the Property and your interestagainst any competing claim. Except as otherwise provided in this LoanAgreement, I will keep the Property in my possession at the addressindicated in this Loan Agreement. I will keep the Property in goodrepair and use it only for personal, family, or household purposes. I willimmediately inform you of any loss or damage to the Property. You havethe right of reasonable access to inspect the Property.I will keep books, records, and accounts about the Property and my assetsin general, to which I will allow you reasonable access. I will pay all taxesand assessments levied or assessed against me or the Property. I will not sell,lease, license, or otherwise transfer or encumber the Property without yourprior written consent. You do not authorize any sale or other disposition of theProperty. Any sale or disposition you do not authorize will violate your rights.If I pledge the Property to you (deliver the Property into your, or yourdesignated third party s possession or control), I will, upon receipt, deliverany proceeds and products of the Property to you. I will provide you withany notices, documents, financial statements, reports, and other informationrelating to the Property I receive as the owner of the Property.

I agree to keep the Property insured against the risks reasonablyassociated with the Property until the Property is released from this SecurityAgreement. I may provide the required insurance through an existing policyof insurance that I own or control, or through a policy that I buy. I havefree choice in the selection of an insurance company, subject to applicablelaw. I will maintain this insurance in the amounts you require and have theinsurance company name you as loss payee on any insurance policy. I willgive you and the insurance company immediate notice of any loss. You mayapply the insurance proceeds toward what is owed on the Secured Debts. Ifthe insurance proceeds do not cover the amounts I owe you, I will pay thedifference. You may require additional security as a condition of permittingany insurance proceeds to be used to repair or replace the Property. If youacquire the Property in damaged condition, my rights to any insurance policiesand proceeds will pass to you to the extent of the Secured Debts. I willimmediately notify you of cancellation or termination of insurance.

Loan Agreement

Loan

SecurityAgreement

Secured Debts

I me my

You your

Property

householdgoods consumer loan

}

}

}

}

}

}

}

}

'

'

'

'

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I am required to maintain insurance on the Property to protect yourinterest. If I fail to maintain the required insurance, or fail to provide youwith evidence of insurance, I understand and agree to the following.You may (but are not required to) place insurance on the Property toprotect your interest, which will not cover my equity in the PropertyThe insurance you provide may be written by a company otherthan one I would choose and may be written at a higher rate thanI could obtain if I purchased the insuranceI will pay for the costs of any Property insurance you provide

Third Party Agreement

Credit life, credit accident and sickness (disability),and any other insurance coverage quoted below, are not required toobtain credit and you will not provide them unless I sign and agreeto pay the additional premium. If I want such insurance, you willobtain it for me (if I qualify for coverage). You are quoting below

the coverages I have chosen to purchase.

Credit Life

Credit Disability

Signature

I may obtain single interest insurancefrom anyone I want that is acceptable to you. If I get the insurance

from or through you I will pay $

for of coverage.

I may obtain property insurance fromanyone I want that is acceptable to you. If I get the insurance from

or through you I will pay $ for

of coverage.

not a deposit account or other obligation

not guaranteed or insured

not insured

not insured

investment riskpossible loss of value

You (the cosigner) are being asked to guaranty this debt. Thinkcarefully before you do. If the borrower doesn t pay the debt, youwill have to. Be sure you can afford to pay if you have to, andthat you want to accept this responsibility.You may have to pay up to the full amount of the debt if theborrower does not pay. You also may have to pay late fees orcollection costs, which increase this amount.The creditor can collect this debt from you without first trying tocollect from the borrower. The creditor can use the same collectionmethods against you that can be used against the borrower, such assuing you, garnishing your wages, etc. If this debt is ever in default,that fact may become part of credit record.This notice is not the contract that makes you liable for the debt.

By signing, I agree to the terms contained in this Loan Agreement.

See Notice to Cosigner above before signing.

}

}

}

}

}

}

}

}

.

..

I authorize you to do anything you deem reasonablynecessary to protect the Property and your security interest in the Property.If I fail to perform any of my duties under this Loan Agreement, you areauthorized, after providing me with any required notice and opportunity toperform, to perform the duties or cause them to be performed and add the costsof performance to the Secured Debts. These authorizations include, but are notlimited to, permission to pay for the repair, maintenance, and preservation of theProperty and taking any action to obtain or preserve the benefits and rights ofthe Property. Your authority to perform for me will not create an obligation toperform and your failure to perform will not preclude you from exercising anyother rights under the law or this Security Agreement. If you come into actualor constructive possession of the Property, you will preserve and protect theProperty to the extent required by law. Your duty of care with respect to theProperty will be satisfied if you exercise reasonable care in the safekeeping ofthe Property or in the selection of a third party in possession of the Property.

For the purposes of the provisions within this enclosure, , or means theperson signing below and means the Lender identified in this Loan Agreement.

I agree to give you a security interest in the Property that is described in theSecurity Agreement section. I agree to the terms of this Loan Agreement, but Iam in no way personally liable for payment of the debt. This means that if theBorrower defaults, my interest in the secured Property may be used to satisfy theBorrower s debt. I agree that you may, without releasing me or the Propertyfrom this Third Party Agreement and without notice or demand upon me, extendnew credit to any Borrower, renew or change this Loan Agreement one or moretimes and for any term, or fail to perfect your security interest in, impair, orrelease any security (including guaranties) for the obligations of any Borrower.

I have received a completed copy of this Loan Agreement.

Attach FTC "Preservation of Consumer Claims and Defenses"Notice if Applicable.

Premium $

Single Joint None Term

Premium $

Single Joint None Term

Premium $

Single Joint None Term. My signature below means I want (only) the insurance coverage(s)

quoted above. If "None" is checked, I have declined the coverage you offered.

DOB

DOB

DOB

refers to any insurance product or annuity I purchase from you. Withregard to any Product I purchase from you, the following apply.The Product is of any depositoryinstitution or any affiliate of any depository institution.The Product is by any depository institutionor any affiliate of any depository institution.The Product is by the Federal Deposit InsuranceCorporation (FDIC).The Product, except in the case of Federal Flood Insurance or Federal CropInsurance, is by any federal government agency.

If this box is checked, there is associated withthe Product, including the .

By signing, I acknowledge that I have received a copy of this disclosureon today s date. Unless these disclosures are provided electronicallyor I have purchased the Product by mail, I also acknowledge that youhave provided these disclosures to me orally.

Date

Date

Date

I alsoacknowledge receipt of a copy of this Loan Agreement on today s date.

(Optional)

Signed For Lender

Title

Authority to Perform.

X

Credit Insurance.

ONLY

X

X

X

Single Interest Insurance.

Property Insurance.

X

X

X

Cosigners.

X

X

X

Simple Interest Note, Disclosure, and Security Agreement Consumer Loan Under MN. Stat. § 47.59 - Not for Open-End Credit

I me myyou

Product

'

'

'

'

Insurance

Federal Sale of Insurance Disclosure

NOTICE TO COSIGNER

Signatures

l l l

l l l

l l l

l

l

l

your

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Note and Disclosure

Lender Borrower

Truth-in-Lending Disclosures

Promissory Note

Itemization of Amount Financed

l

ll

l

l

l

l

l l

l

Refer to the attached addendum for additionalBorrowers and their signatures.

Loan Number

Loan Date

Maturity Date

Loan Amount

% $

The amount of credit provided to meor on my behalf.

The amount I will have paid when Ihave made all scheduled payments.

$ $

"e" means an estimate.

$

$

$

$If I pay off this note early, I will not be entitled to a refund of part of the finance charge.

I am giving a security interest in:

the goods or property being purchased.

collateral securing other loans with you may also secure this loan.

(brief description of other property)

$

$

The annual percentage rate does not take into account my required deposit.I can see my contract documents for any additional information about nonpayment, default, any required repayment before the scheduled

date, and prepayment refunds and penalties.

For value received, I promise to pay to you, or your order, at

your address above, the principal sum of $ ,

plus a minimum finance charge of $paid instead of interest. The rate of interest and other charges on thisloan are authorized by Minn. Stat. § 48.153. The purpose of this loan is

.I will pay this note as follows:

This note has payments. The first payment will

be in the amount of $ and will be due

. A payment of $

will be due on the day of each

thereafter. The final payment

of the entire unpaid balance will be due

.

Interest will accrue on the balance of this

note at the rate of % per year according to the methodselected. Method A Method B See the Post-Maturity InterestMethods section for an explanation of the method selected. Interest

will accrue on a basis.

Amount given to me directly $

Amount paid on my (loan) account $

$Amount paid to others on my behalf (Youmay retain or receive a portion of theseamounts.)

To insurance companies $

To public officials $

$

$

(less) Prepaid Finance Charge(s) $

$

Annual Percentage Rate Finance ChargeThe cost of my credit as a yearlyrate.

The dollar amount the credit willcost me.

Amount Financed

Amount Financed Total of Payments

My Payment Schedule Will Be:Payments Amount of Payments When Payments Are Due

Prepayment.Security.

Filing Fees.

Non-filing Insurance.Required Deposit.

Contract Documents.

Promise to Pay.

Payment.

Post-Maturity Interest.

Other Terms.

Note and Disclosure for Fee Instead of Interest Rate Consumer Loan - Not for Open-End Credit2002 Bankers Systems, Inc., St. Cloud, MN Form ND-FEE-MN 6/1/2002 Page 1 of 3

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Additional Terms of the Promissory Note

Definitions.

Payments.

Usury.

Post-Maturity Interest Methods.

Method A.

Method B.

Prepayment.

Commissions.

Warranties and Representations.

Default.

Remedies.

Waivers.

Collection Expenses and Attorneys' Fees.

General Provisions.

Note and Disclosure for Fee Instead of Interest Rate Consumer Loan - Not for Open-End Credit

As used in this Loan Agreement, indicates terms that applyto this Loan Agreement. refers to this Promissory Note andTruth in Lending Disclosures, and any extensions, renewals, modifications, andsubstitutions of this Loan Agreement. refers to this transaction generally,including obligations and duties arising from the terms of all documents preparedor submitted for this transaction, such as applications, security agreements,disclosures, or notes, and this Loan Agreement. The pronouns , andrefer to each Borrower signing this Loan Agreement, individually and togetherwith their heirs, successors and assigns, and each other person or legal entity(including guarantors, endorsers, and sureties) who agrees to pay this LoanAgreement. and refer to the Lender and its successors and assigns.

Unless otherwise provided in the Other Terms section, eachpayment I make on this Loan Agreement will be applied first to any chargesI owe other than principal and finance charges, then to finance charges thatare due, and finally to principal that is due. No late charge will be assessedon any payment when the only delinquency is due to late fees assessed onearlier payments and the payment is otherwise a full payment. The actualamount of my final payment will depend on my payment record.

The finance charge on this Loan Agreement will never exceedthe highest finance charge allowed by law for this loan. If the amountcollected is found to exceed the highest rate or charge allowed, you willrefund an amount necessary to comply with the law.

Interest will accrue according tothe method selected in this Loan Agreement.

Interest will accrue at the rate of interest specified in thisLoan Agreement from today until paid in full. I agree to pay the accruedinterest or the minimum finance charge, whichever is greater.

If this Loan Agreement is not paid at maturity, includingmaturity by acceleration, interest will accrue at the rate specified in this LoanAgreement from the date of final maturity until paid in full. I agree to payboth the minimum finance charge and any accrued interest. For purposes ofthis section, final maturity occurs on either of the following dates.On the date of the last scheduled payment of principal.On the date you accelerate the due date of this Loan Agreement(demand immediate payment).

I may prepay this Loan Agreement in whole or inpart at any time. Any partial prepayment will not excuse any laterscheduled payments until I pay in full.

I understand and agree that you (or your affiliate) will earncommissions or fees on any insurance products, and may earn such feeson other services that I buy through you or your affiliate.

I have the power and authority to enter intothis Loan Agreement. The execution and delivery of this Loan Agreement willnot violate any agreement governing me or my property, or to which I am a party.

I will be in default if any of the following occur.I fail to make a payment when due.I fail to perform any condition or keep any promise of this orany agreement I have made with you.

After I default, and after you give any legally requirednotice and opportunity to cure the default, you may at your optiondo any one or more of the following.Make all or any part of the amount owing by the termsof this Loan Agreement due.Use any and all remedies you have under state or federal law, or inany instrument securing this Loan Agreement.

Make a claim for any and all insurance benefits or refunds thatmay be available on my default.Set off any amount due and payable under the terms of this Loan Agreementagainst my right to receive money from you, unless prohibited by law.Make amounts advanced on my behalf due and add those amounts to thebalance owing under the terms of this Loan Agreement.

By choosing any one or more of these remedies you do not give upyour right to use any other remedy. You do not waive a default if youchoose not to use a remedy. By electing not to use any remedy, youdo not waive your right to later consider the event a default and to useany remedies if the default continues or occurs again.

To the extent not prohibited by law, I waive protest, presentmentfor payment, demand, notice of acceleration, notice of intent to accelerate,and notice of dishonor. You may renew or extend payments on this LoanAgreement, regardless of the number of such renewals or extensions. Youmay release any Borrower, endorser, guarantor, surety, accommodationmaker, or any other cosigner. You may release, substitute, or impairany Property securing this Loan Agreement.

On or after Default, to theextent permitted by law, I agree to pay all reasonable expenses of collection,enforcement, or protection of your rights and remedies under this LoanAgreement. Expenses include, but are not limited to, attorneys' fees, court costsand other legal expenses. These expenses are due and payable immediately. Ifnot paid immediately, these expenses will bear interest from the date of paymentuntil paid in full at the rate provided in the terms of this Loan Agreement.All fees and expenses will be secured by the Property I have granted you, ifany. To the extent permitted by the United States Bankruptcy Code, I agree topay the reasonable attorneys' fees you incur to collect this debt as awardedby any court exercising jurisdiction under the Bankruptcy Code.

This Loan Agreement is governed by the laws ofMinnesota and the United States of America. If two or more Borrowerssign this Loan Agreement, we are liable to repay jointly and severally. ThisLoan Agreement is the complete and final expression of our agreement. Nomodification of this Loan Agreement is effective unless made in writing andsigned by me and you. The duties and benefits of this Loan Agreement willbind and benefit the successors and assigns of me and you. If any provisionof this Loan Agreement is unenforceable, then the unenforceable provisionwill be severed and the remaining provisions will be enforceable.Unless otherwise required by law, any notice will be given by delivering itor mailing it by first class mail to my last known address. Notice to oneparty will be deemed to be notice to all parties. Where a notice is required, Iagree that 10 days prior written notice will be reasonable notice to me underthe Uniform Commercial Code or other applicable state law.I will provide you any financial statement or information you request.All financial statements and information I give you will be correct andcomplete. My name and address are my exact legal name and myprincipal residence. I will provide you with at least 30 days noticeprior to changing my name or principal residence.I agree to sign, deliver, and file any additional documents orcertifications that you may consider necessary to perfect, continue,and preserve my obligations under this Loan.

Attach FTC "Preservation of Consumer Claims and Defenses"Notice if Applicable.

Loan Agreement

Loan

I me my

You your

}

}

}

}

}

}

}

}

}

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Insurance

Federal Sale of Insurance Disclosure

NOTICE TO COSIGNER

Signatures

Credit Insurance.

Single Interest Insurance.

Property Insurance.

X

X

X

X

X

X

Cosigners.

X

X

X

Note and Disclosure for Fee Instead of Interest Rate Consumer Loan - Not for Open-End Credit

Credit life, credit accident and sickness (disability), and anyother insurance coverage quoted below, are not required to obtain credit and youwill not provide them unless I sign and agree to pay the additional premium. IfI want such insurance, you will obtain it for me (if I qualify for coverage).You are quoting below the coverages I have chosen to purchase.

Premium $

Single Joint None Term

Premium $

Single Joint None Term

Premium $

Single Joint None Term

If "Single" or "Joint" is checked on any of the insurance types offered above,my signature below means I want (only) the insurance coverage(s) quotedabove. If "None" is checked, my signature below means I have declined thecoverage you offered.

If I get single interest insurance from

or through you I will pay $ for

of coverage.

If I get property insurance from or

through you I will pay $ for

of coverage.

I acknowledge that I may obtain, at my own expense, any of theinsurance types mentioned above from anyone I want (if written by a responsiblecompany) and deposit such insurance with you.

DOB

DOB

DOB

refers to any insurance product or annuity I purchase from you. Withregard to any Product I purchase from you, the following apply.The Product is of any depositoryinstitution or any affiliate of any depository institution.The Product is by any depository institutionor any affiliate of any depository institution.The Product is by the Federal Deposit InsuranceCorporation (FDIC).The Product, except in the case of Federal Flood Insurance or Federal CropInsurance, is by any federal government agency.

If this box is checked, there is associated withthe Product, including the .

By signing, I acknowledge that I have received a copy of this disclosureon today's date. Unless these disclosures are provided electronicallyor I have purchased the Product by mail, I also acknowledge that youhave provided these disclosures to me orally.

Date

Date

Date

I alsoacknowledge receipt of a copy of this Loan Agreement on today's date.

(Optional)

Signed For Lender

Title

ONLY

Credit Life

Credit Disability

Signature.

not a deposit account or other obligation

not guaranteed or insured

not insured

not insured

investment riskpossible loss of value

You (the cosigner) are being asked to guaranty this debt. Thinkcarefully before you do. If the borrower doesn't pay the debt, youwill have to. Be sure you can afford to pay if you have to, andthat you want to accept this responsibility.You may have to pay up to the full amount of the debt if theborrower does not pay. You also may have to pay late fees orcollection costs, which increase this amount.The creditor can collect this debt from you without first trying tocollect from the borrower. The creditor can use the same collectionmethods against you that can be used against the borrower, such assuing you, garnishing your wages, etc. If this debt is ever in default,that fact may become part of credit record.This notice is not the contract that makes you liable for the debt.

By signing, I agree to the terms contained in this Loan Agreement.

See Notice to Cosigner above before signing.

l l l

l l l

l l l

l

l

l

Product

}

}

}

}

}

your

2002 Bankers Systems, Inc., St. Cloud, MN Form ND-FEE-MN 6/1/2002 Page 3 of 3

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I want anitemization.

The cost of my creditas a yearly rate.

AMOUNT FINANCEDThe amount of credit

provided to me or on mybehalf.

TOTAL OF PAYMENTSThe amount I will have paid

when I have made allscheduled payments.

$Filing Fee

I have the right toreceive at this timean itemization of theAmount Financed.

"e" means an estimate.

I am giving a security interest in:

the goods or property being purchased.

collateral securing other loans with you may also secure this loan.

my Accounts and other rights to the payment of money from you.

I will be charged a late charge on the portion of any payment not made within days after it is due equal to

.

This amount may then increase so as to always be the highest amount allowed by law under Minnesota Statutes § 47.59.

The annual percentage rate does not take into account my required deposit.

If I pay off this note early, I will not have to pay a penalty.

If I pay off this note early, I will not be entitled to a refund of part of the Additional Finance Charge.

Someone buying the property securing this obligation cannot assume the remainder of the obligation on the original terms.

(brief description of other property)

This note has a demand feature. This note is payable on demand and all disclosures are based on an assumed maturity of one year.

My loan contains a variable rate feature. Disclosures about the variable rate feature have been provided to me earlier.

The annual percentage rate may increase during the term of this transaction if(Check one)

Any increase will take the form of

If the rate increases by % in , the

will increase to . The rate may not increase more often than once , and may not

increase more than % each . The rate will not go above %.

I can see my for any additional information about nonpayment, default, any required repayment before the scheduleddate, and prepayment refunds and penalties.

The dollar amount thecredit will cost me.

*You may retain or receive a portion of this amount.

AMOUNT GIVEN TO ME DIRECTLY

AMOUNT PAID ON MY (LOAN) ACCOUNT

AMOUNTS PAID TO OTHERS ON MY BEHALF:

to Insurance Companies

to Public Officials

(less) PREPAID FINANCE CHARGE(S)

$

$

$

$

$

$

$

$

$

$

$

$

$Nonfiling Insurance

(Add all items financed and subtract prepaid finance charges.)

$

$

$

$

$

$

Yes No

Date

Mat. Date

Loan Amt. $

Renewal Of

Mem./Loan #

1. TRUTH IN LENDING DISCLOSURES

2. ITEMIZATION OF AMOUNT FINANCED

{

ANNUAL PERCENTAGERATE

Security.

Late Charge.

Required Deposit.

Prepayment.

Assumption.

Variable Rate

contract documents

FINANCE CHARGE

Amount Financed

LENDER'S NAME AND ADDRESS BORROWER'S NAME AND ADDRESS

%

.

.

VARIABLE/SIMPLE INTEREST NOTE, DISCLOSURE, AND SECURITY AGREEMENTCONSUMER LOAN - NOT FOR OPEN-END CREDIT

$ $ $

No. of Payments My Payments are Due as Shown Below

1981, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form CL-CU-MN 3/20/2001

Amt. of Payments

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-

"You" means the Lender, its successors and assigns. "I" includes each Borrower above, jointly and severally.

(page 1 of 5)

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llll

ll

l ll l l

ll

l

l

l

ll

l l l

l ll

Credit Life

Joint Credit Life

Credit Disability

I do want the insurance checked above.

I do not want the insurance described above.

Type Premium Term

DOB

DOB

DOB

DOB

DOB

DOB

X

X

X

X

X

X

I may obtain property insurance from anyone I want that is acceptable to you. If I get the insurance from or through

you I will pay $ for of coverage.

Check one

You have certain rights that may affect my property. This loan is is not further secured.

(a) For value received, I assign and give to you a security interest in all my Account(s) or

Account(s). The amount of my Required Balance is $ .

(b) This loan is secured by , dated .

(c) I give you a security interest in the Property described below:

For value received, I promise to pay you the principal amount of $ , plus interest, accruing on the unpaid balance at

the rate of % per year from today's date until . Interest accrues on a

basis. I also agree to pay any additional amounts according to the terms and conditions of this note.

The purpose of this loan is .

I will pay this note as follows:

I agree to pay an additional, nonrefundable finance charge of $ that will be

paid in cash. paid pro rata over the loan term. withheld from the proceeds. (If this charge is withheld from the proceeds, the

amount is included in the principal sum.)

The rate above may then change so as always to be the following index rate:

. The interest rate may not change more than % each .

The annual interest rate in effect on this note will not at any time be more than % or less than %. The interest

rate in effect on this note may change (as often as) (assuming there is a change in the

index rate) and an increase in the interest rate will cause an increase in the amount of each scheduled payment the amount due

at maturity the number of payments.

I will be charged a late charge on the portion of any payment not made within days after it is due equal to

.

This amount may then increase so as to always be the highest amount allowed by law under Minnesota Statutes § 47.59.

I agree to pay a service charge of $ for each returned check or share draft, or

returned automatic payment request.

PROPERTY INSURANCE.

Credit life insurance and credit disability insurance are not required to obtain credit, and will not be provided unless I sign and agree to pay theadditional costs. I may buy any insurance from anyone I choose or I may use existing insurance.

PAYMENT.

ADDITIONAL FINANCE CHARGE.

VARIABLE RATE.

LATE CHARGE.

RETURNED PAYMENT FEE.

COMMISSIONS OR OTHER REMUNERATION. I understand and agree that some payments to third parties as a part of the Loan Agreement mayinvolve money retained by you or paid back to you as commissions or other remuneration.

}

3. PROMISE TO PAY AND PAYMENT TERMS

4. SECURITY

5. CREDIT INSURANCE

-1981, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form CL-CU-MN 3/20/2001

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DEFINITIONS.

NAME AND LOCATION.

PAYMENTS.

PREPAYMENT.

INTEREST.

INDEX.

ACCRUAL METHOD.

REAL ESTATE OR RESIDENCE SECURITY.

SECURITY INTEREST IN ACCOUNTS.

SECURED OBLIGATIONS.

PROPERTY.

OWNERSHIP AND DUTIES TOWARD PROPERTY.

INSURANCE.

PERFECTION OF SECURITY INTEREST.

DEFAULT.

As used in this Loan Agreement, means terms thatapply to this Loan Agreement. "Loan Agreement" refers to thistransaction generally, including obligations and duties arising from theterms of all documents prepared or submitted for this transaction,such as applications, security agreements, disclosures, or notes. Thepronouns "I," "me" and "my" refer to each Borrower signing this LoanAgreement, individually and together with their heirs, successors andassigns, and each other person or legal entity (including guarantors,endorsers, and sureties) who agrees to pay this Loan Agreement."You" and "your" refer to the Lender, with its participants orsyndicators, successors and assigns, or any person or company thatacquires an interest in the Loan Agreement. Property means anyproperty, real, personal, or intangible, that secures my performance ofthe obligation of this Loan Agreement. "Account" means any and allshare or deposit accounts held by you and includes, but is not limitedto, accounts such as share, share draft, checking and term shareaccounts, including renewals and substitutions of the accounts."Required Balance" means the amount of funds I must maintain in myAccount(s) to secure this Loan Agreement.

My name and address indicated on page 1are my exact legal name and my principal residence. I will provide youwith at least 30 days written notice prior to changing my name orprincipal residence.

Each payment I make on this Loan Agreement will beapplied first to any charges I owe other than principal and interest,then to interest that is due, and finally to principal that is due. No latecharge will be assessed on any payment when the only delinquency isdue to late fees assessed on earlier payments and the payment isotherwise a full payment. The actual amount of my final payment willdepend on the interest rates (if variable) and my payment record.

I may prepay this Loan Agreement in whole or in partat any time. Any partial prepayment will not excuse any laterscheduled payments until I pay in full.

Interest will accrue on the unpaid principal balance untilpaid in full. If "Variable Rate" is checked, I will pay interest at therates in effect from time to time. Decreases in the interest rate for thisLoan Agreement will have the opposite effect on payments thatincreases would have. The interest rate(s) and other charges on thisLoan Agreement will never exceed the highest rate or charge allowedby law for this loan. If the amount collected is found to exceed thehighest rate or charge allowed, you will refund an amount necessaryto comply with the law. You will figure a change in the interest rate byusing the index rate in effect at the time the interest rate is to change.Changes in the index between scheduled changes in the interest ratewill not affect the interest rate.

If you and I have agreed that the interest rate on this LoanAgreement will be variable and will be related to an index, then theindex you select will function only as a tool for setting the rate on thisnote. You do not guaranty, by selecting any index, that the interestrate on this note will be the same rate you charge on any other loan orclass of loans you make to me or any other borrower. If this index isno longer available, you will substitute a similar index. You will giveme notice of your choice.

The amount of interest that I will pay on thisLoan Agreement will be calculated using the interest rate and accrualmethod stated. For interest calculation, the accrual method willdetermine the number of days in a year. If no accrual method isstated, then you may use any reasonable accrual method forcalculating interest.

If this Loan Agreement issecured by real estate or a residence that is personal property, theexistence of a default and your remedies for such a default will bedetermined by applicable law, by the terms of any separate instrumentcreating the security interest and, to the extent not prohibited by lawand not contrary to the terms of the separate security instrument, bythis agreement.

If an amount is entered on theRequired Balance area, I must maintain a balance in my Account(s)equal to the lesser of the Required Balance or the amount remainingunpaid on the secured debt. No joint owner, beneficiary, survivingspouse or representative of my estate receives any rights in myAccount(s) in the event of my death or incapacity until the secureddebt is paid in full.

The security interest will not attach to any Account where myrights arise only in a representative capacity, or to any IndividualRetirement Account or other tax-deferred retirement account. MyAccount(s) will not secure a debt created by a consumer credittransaction under a credit card plan. If any Account is jointly held, thissecurity interest will attach to that portion of the account balance inthe pledged Account(s) which I am authorized by law or agreement topledge by my signature alone.

I fail to make a payment when due; orI fail to perform any condition or keep any promise or covenant ofthis or any agreement I have made with you.

This security agreement secures this loan(including all extensions, renewals, refinancings and modifications)and any other debt I have with you now or later. Property described inthis security agreement will not secure other such debts if you fail togive any required notice of the right of rescission with respect to theProperty. Also, this security agreement will not secure other debts ifthis security interest is in household goods and the other debt is aconsumer loan. This security agreement will last until it is dischargedin writing.

For the sole purpose of determining the extent of a purchasemoney security interest arising under this security agreement: (a)Payments on any nonpurchase money loan also secured by thisagreement will not be deemed to apply to the Purchase Money Loan;and (b) Payments on the Purchase Money Loan will be deemed toapply first to the nonpurchase money portion of the loan, if any, andthen to the purchase money obligations in the order in which the itemswere acquired. No security interest will be terminated by application ofthis formula. "Purchase Money Loan" means any loan the proceeds ofwhich, in whole or in part, are used to acquire any property securingthe loan and all extensions, renewals, consolidations and refinancingsof such loan.

The word "Property," as used here, includes all propertythat is listed in the security agreement. If a general description isused, the word Property includes all my property fitting the generaldescription. Property also means all benefits that arise from thedescribed Property (including all proceeds, insurance benefits,payments from others, interest, dividends, stock splits and votingrights). It also means property that now or later is attached to, is apart of, or results from the Property, and all supporting obligations."Proceeds" includes anything acquired on the sale, lease, license,exchange, or other disposition of the Property; any rights and claimsarising out of the Property; and any collections and distributions onaccount of the Property.

Unless a co-owner(s) of the Property signed a third party agreement, I representthat I own all the Property. I will defend the Property against any otherclaim. I agree to do whatever you require to perfect your interest andkeep your priority. I will not do anything to harm your position. I willkeep the Property in my possession (except if pledged and delivered toyou). I will keep it in good repair and use it only for its intendedpurposes. I will keep it at my address unless we agree otherwise inwriting. I will not use the Property for a purpose that will violate anylaws or subject the Property to forfeiture or seizure. I will not try tosell or transfer the Property, or permit the Property to becomeattached to any real estate, without your written consent. I will pay alltaxes and charges on the Property as they become due. I will informyou of any loss or damage to the Property. You have the right ofreasonable access in order to inspect the Property.

If an amount is entered on the Required Balance area, I mustmaintain a balance in my Account(s) equal to the lesser of theRequired Balance or the amount remaining unpaid on the secured debt.No joint owner, beneficiary, surviving spouse or representative of myestate receives any rights in my Account(s) in the event of my deathor incapacity until the secured debt is paid in full.

I agree to buy insurance on the Property against therisks and for the amounts you require. I will name you as loss payeeon any such policy. (Generally, loss payee is the person to be paid incase of loss or damage to property.) You may require added securityon this Loan Agreement if you agree that insurance proceeds may beused to repair or replace the Property. I agree that if the insuranceproceeds do not cover the amounts I still owe you, I will pay thedifference. I will buy the insurance from a firm authorized to dobusiness in Minnesota. The firm will be reasonably acceptable to you.My choice of insurance provider will not affect the credit decision orinterest rate. I will keep the insurance until all debts secured by thisLoan Agreement are paid.

I authorize you to file afinancing statement covering the Property. I agree to comply with andfacilitate your requests in connection with obtaining possession of orcontrol over the Property until this security agreement is terminated. Acopy of this security agreement may be used as a financing statementwhen allowed by law.

Subject to any limitations in the REAL ESTATE ORRESIDENCE SECURITY section, I will be in default if any of thefollowing occur:(a)(b)

l6. ADDITIONAL TERMS OF THE LOAN AGREEMENT

-1981, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form CL-CU-MN 3/20/2001

(page 3 of 5)

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These expenses are due and payable immediately. If not paidimmediately, these expenses will bear interest from the date ofpayment until paid in full at the rate provided in the terms of this LoanAgreement. All fees and expenses will be secured by the Property Ihave granted you, if any. To the extent permitted by the United StatesBankruptcy Code, I agree to pay the reasonable attorneys' fees youincur to collect this debt as awarded by any court exercisingjurisdiction under the Bankruptcy Code.

You may use the right of set-off. This means you mayset-off any amount due and payable under the terms of this LoanAgreement against any right I have to receive money from you. Myright to receive money from you includes any deposit or share accountbalance I have with you; any money owed to me on an item presentedto you or in your possession for collection or exchange; and anyrepurchase agreement or other non-deposit obligation. "Any amountdue and payable under the terms of this Loan Agreement" means thetotal amount to which you are entitled to demand payment under theterms of this Loan Agreement at the time you set-off.

Subject to any other written contract, if my right to receive moneyfrom you is also owned by someone who has not agreed to pay thisLoan Agreement, your right of set-off will be limited to myproportionate interest in the obligation. In the absence of reasonableproof of net contributions, my proportionate interest equals theamount of such obligation divided equally by all parties having presentrights to receive such money.

In addition, you may also have rights under a "statutory lien." A"statutory lien" means your right under state or federal law toestablish a right in, or claim to, my shares and dividends to the extentof any outstanding financial obligations that I have with you. If youhave a statutory lien, you may without further notice, impress andenforce the statutory lien on my shares and dividends to the extent ofany sums due and payable under the terms of this Loan Agreementthat I fail to satisfy.

Your set-off and statutory lien rights do not apply to an account orother obligation where my rights arise only in a representativecapacity. They also do not apply to any Individual Retirement Accountor other tax-deferred retirement account.

You will not be liable for the dishonor of any check or share draftwhen the dishonor occurs because you set-off against any of myaccounts, or exercised your statutory lien rights. I agree to hold youharmless (generally, I assume all liability and relieve you of allresponsibility) from any such claims arising as a result of your exerciseof your right of set-off or statutory lien rights.

I have the right andauthority to enter into this Loan Agreement. The execution anddelivery of this Loan Agreement will not violate any agreementgoverning me or to which I am a party.

Any present or future agreement securing anyother debt I owe you also will secure the payment of this LoanAgreement. Property securing another debt will not secure this loan ifsuch property is my principal dwelling and you fail to provide anyrequired notice of right of rescission. Also, property securing anotherdebt will not secure this loan to the extent such property is inhousehold goods.

If two or more Borrowers sign this LoanAgreement, we are liable to repay jointly and severally. This LoanAgreement is the complete and final expression of the agreement andmay not be amended or modified by oral agreement. If any provisionof this Loan Agreement is unenforceable, then the unenforceableprovision will be severed and the remaining provisions will beenforceable. This Loan Agreement is governed by the bylaws of thisCredit Union and the laws of Minnesota, the United States of America,and to the extent required, by the laws of the jurisdiction where theProperty is located.

Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to my last known address.Notice to one party will be deemed to be notice to all parties. I willprovide you any financial statement or information you request. Allfinancial statements and information I give you will be correct andcomplete.

I agree to sign, deliver, and file any additional documents orcertifications that you may consider necessary to perfect, continue,and preserve my obligations under this Loan Agreement and toconfirm your lien status on any Property. Time is of the essence.

Subject to any limitations in the REAL ESTATE ORRESIDENCE SECURITY section, after I default, you may at your optiondo any one or more of the following:(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)I agree that when you must give notice to me of your intended sale

or disposition of the Property, the notice is reasonable if it is sent tome at my last known address by first class mail 10 days before theintended sale or disposition. I agree to inform you in writing of anychange in my address.

By choosing any one or more of these remedies you do not give upyour right to use any other remedy. You do not waive a default if youchoose not to use a remedy. By electing not to use any remedy, youdo not waive your right to later consider the event a default and to useany remedies if the default continues or occurs again.

Someone buying the Property cannot assume theobligation. You may declare the entire balance of the Loan Agreementto be immediately due and payable upon the creation of, or contractfor the creation of, any lien, encumbrance, or transfer of the Property.This right is subject to the restrictions imposed by federal law (12 CFR591), as applicable.

To the extent not prohibited by law, Iwaive protest, presentment for payment, demand, notice ofacceleration, notice of intent to accelerate, and notice of dishonor. Inaddition, I, to the extent permitted by law, consent to certain actionsyou may take, and generally waive all defenses that may be availablebased on these actions or based on the status of a party to this LoanAgreement. You may renew or extend payments on this LoanAgreement, regardless of the number of such renewals or extensions.You may release any Borrower, endorser, guarantor, surety,accommodation maker, or any other co-signer. You may release,substitute, or impair any Property securing this Loan Agreement. You,or any institution participating in this Loan Agreement, may invokeyour right of set-off. You may enter into any sales, repurchases, orparticipations of this Loan Agreement to any person in any amountsand I waive notice of such sales, repurchases, or participations. Iagree that any of us signing this Loan Agreement as Borrower isauthorized to modify the terms of this Loan Agreement or anyinstrument securing, guarantying, or relating to this Loan Agreement. Iwaive all claims for loss or damage caused by your acts or omissionswhere you acted reasonably and in good faith.

I waive all rights I have now or in the future as a homesteadexemption in the Property.

On or afterDefault, to the extent permitted by law, I agree to pay all reasonableexpenses of collection, enforcement, or protection of your rights andremedies under this Loan Agreement. Expenses include, but are notlimited to, attorneys' fees, court costs, and other legal expenses.

Make all or any part of the amount owing by the terms of this LoanAgreement due;Use any and all remedies you have under state or federal law, or inany instrument securing this Loan Agreement;Make a claim for any and all insurance benefits or refunds that maybe available on my default;Withdraw the amounts in my Account(s) and apply them towardthe secured debt (even if the withdrawal causes a penalty or maysubsequently cause a share draft to be dishonored);Make amounts advanced on my behalf due and add those amountsto the balance owing under the terms of this Loan Agreement;Pay taxes or other charges, or purchase any required insurance, if Ifail to do these things (but you are not required to do so). You mayadd the amount you pay to this Loan Agreement and accrueinterest on that amount at the interest rate(s) in effect from time totime, on this Loan Agreement until paid in full;Require me to gather the Property and any related records andmake it available to you in a reasonable fashion;Take immediate possession of the Property, but in doing so youmay not breach the peace or unlawfully enter onto my premises.You may sell, lease, or dispose of the Property as provided by law.(If the Property includes a manufactured home, you will begin therepossession by giving me notice and an opportunity to cure mydefault, if required by law.) You may apply what you receive fromthe sale of the Property to your expenses and then to the debt. Ifwhat you receive from the sale of the Property is less than what Iowe you, you may take me to court to recover the difference (tothe extent permitted by law); orKeep the Property to satisfy the debt.

SET-OFF.

WARRANTIES AND REPRESENTATIONS.

OTHER SECURITY.

GENERAL PROVISIONS.

REMEDIES.

ASSUMPTIONS.

WAIVERS AND CONSENT.

COLLECTION EXPENSES AND ATTORNEYS' FEES.

-1981, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form CL-CU-MN 3/20/2001

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SIGNATURES.

THIRD PARTY AGREEMENT

I HAVE RECEIVED A COMPLETED COPY OF THIS NOTE AND SECURITY AGREEMENT.

By signing, I agree to the terms contained in this Loan Agreement. I also acknowledge receipt of a copy of this Loan Agreementon today's date.

Signed For Lender

Title

(Optional)

Attach FTC "Preservation of Consumer Claimsand Defenses" Notice if Applicable

For the purposes of the provisions within this enclosure, "I," "me" or "my" means the person signing below and "you" means the Lenderidentified on page 1.

I agree to give you a security interest in the Property that is described in the security agreement. I agree to the terms of this note andsecurity agreement but I am in no way personally liable for payment of the debt. This means that if the Borrower defaults, my interest in thesecured Property may be used to satisfy the Borrower's debt. I agree that you may, without releasing me or the Property from this ThirdParty Agreement and without notice or demand upon me, extend new credit to any Borrower, renew or change this note or securityagreement one or more times and for any term, or fail to perfect your security interest in, impair, or release any security (includingguaranties) for the obligations of any Borrower.

7. SIGNATURES

-1981, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form CL-CU-MN 3/20/2001 (page 5 of 5)

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SECURED PARTYDEBTOR

SECURED DEBTS.

SECURITY INTEREST.

PROPERTY DESCRIPTION.

SIGNATURES.

DEBTOR NAME AND ADDRESS SECURED PARTY NAME AND ADDRESS

Specific Debts.

All Debts. If checked, the Property may also serve as collateral for future advances.

CONSUMER SECURITY AGREEMENT

(page 1 of 2)

The date of this Consumer Security Agreement (Agreement) is . Unless otherwiseindicated in writing to you, my address listed above is my principal residence. The pronouns "you" and "your" refer to the SecuredParty. The pronouns "I," "me," and "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give theProperty described in this Agreement as security for the Secured Debts. Where Debtor is not the Borrower under the Secured Debts, "I,""me," and "my" refer to the owner of the Property subject to this Agreement and "Borrower" refers to the obligor on the Secured Debts.

This Agreement will secure all sums advanced by you under the terms of this Agreement and the payment andperformance of the following described Secured Debts that (check one): I

(Borrower) owe(s) to you:

To secure the payment and performance of the Secured Debts, I give you a security interest in all of theProperty described in this Agreement that I own or have sufficient rights in which to transfer an interest, now or in the future, whereverthe Property is or will be located, and all proceeds and products from the Property. "Property" includes all parts, accessories, repairs,replacements, improvements, and accessions to the Property; any original evidence of title or ownership; and all obligations that supportthe payment or performance of the Property. "Proceeds" includes anything acquired upon the sale, lease, license, exchange, or otherdisposition of the Property; any rights and claims arising out of the Property; and any collections and distributions on account of theProperty. This Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and you are no longerobligated to advance funds to me (or Borrower, if not the same) under any loan or credit agreement.

The Property is all the collateral given to secure the Secured Debts and is described as follows:

I agree to the terms on pages 1 and 2 of this Agreement and acknowledge receipt of a copy of this Agreement.

The following debts and all extensions, renewals, refinancings, modifications and replacements :

All present and future debts, even if thisAgreement is not referenced in the debt instrument, the future debts are also secured by other collateral, or if the future debt isunrelated to or of a different type than this debt. Nothing in this Agreement is a commitment to make future loans or advances.This Agreement will not secure any debt for which you fail to give any required notice of the right of rescission, or any debt forwhich a non-possessory, non-purchase money security interest is created in "household goods" in connection with a "consumerloan," as those terms are defined by federal law governing unfair and deceptive credit practices.

If checked, refer to the attached addendum for additional Debtors and their signatures.

l l

l

l

l

-2000 Bankers Systems, Inc., St. Cloud, MN Form SA-CONS 11/6/2000

(describe)

__________________________________________ __________________________________________

__________________________________________

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DEFAULT.

REMEDIES.

WAIVERS.

PERFECTION OF SECURITY INTEREST.

NOTICE AND ADDITIONAL DOCUMENTS.

INSURANCE.

GENERALLY.

NAME AND LOCATION.

WARRANTIES AND REPRESENTATIONS.

DUTIES TOWARD PROPERTY.

AUTHORITY TO PERFORM.

PURCHASE MONEY SECURITY INTEREST.

RESIDENTIAL PROPERTY.

I am required to maintain insurance on the Property toprotect your interest. If I fail to maintain the requiredinsurance, or fail to provide you with evidence of insurance, Iunderstand and agree that:(1) you may (but are not required to) place insurance on the

Property to protect your interest, which will not cover myequity in the Property;

(2) the insurance you provide may be written by a companyother than one I would choose and may be written at ahigher rate than I could obtain if I purchased theinsurance; and

(3) I will pay for the costs of any Property insurance youprovide.

Subject to any limitations in the RESIDENTIALPROPERTY section, I will be in default if:(1)

(2)

After I default, and after you give any legallyrequired notice and opportunity to cure the default, you may:(1)

(2)

(3)(4)

If you repossess the Property, you may keep or dispose of theProperty as provided by law. You may apply the proceeds of anydisposition first to your expenses of collection and enforcement,which includes reasonable attorneys' fees and legal expenses to theextent not prohibited by law, and then to the Secured Debts.Unless prohibited by law, and following any required explanationof deficiency, I (or Borrower, if not the same) will be liable for thedeficiency if what you receive from the sale does not satisfy theSecured Debts.By choosing any one or more of these remedies you do not give upyour right to use any other remedy. You do not waive a default byelecting not to use any remedy.

I waive all claims for damage caused by your acts oromissions where you acted reasonably and in good faith. I waiveall rights I have now or in the future as a homestead or personalproperty exemption in the Property.

I authorize you tofile a financing statement covering the Property. I agree to complywith, facilitate, and otherwise assist you in connection withobtaining possession of or control over the Property for purposesof perfecting your security interest under the Uniform CommercialCode.

Where a noticeis required, I agree that 10 days prior written notice will bereasonable notice to me under the Uniform Commercial Code orother applicable state law. Notice to one party is notice to allparties. I agree to sign, deliver, and file any additional documentsand certifications you may consider necessary to perfect, continue,and preserve my obligations under this Agreement and to confirmyour lien status on any Property.

I will keep books, records, and accounts about the Property andmy assets in general, to which I will allow you reasonable access. Iwill pay all taxes and assessments levied or assessed against me orthe Property. I will not sell, lease, license, or otherwise transfer orencumber the Property without your prior written consent. You donot authorize any sale or other disposition of the Property. Anysale or disposition you do not authorize will violate your rights.If I pledge the Property to you (deliver the Property into your, oryour designated third party's, possession or control), I will, uponreceipt, deliver any proceeds and products of the Property to you. Iwill provide you with any notices, documents, financial statements,reports, and other information relating to the Property I receive asthe owner of the Property.

I agree to keep the Property insured against therisks reasonably associated with the Property until the Property isreleased from this Agreement. I may provide the requiredinsurance through an existing policy of insurance that I own orcontrol, or through a policy that I buy. I have free choice in theselection of insurance company, subject to applicable law. I willmaintain this insurance in the amounts you require and have theinsurance company name you as loss payee on any insurancepolicy. I will give you and the insurance company immediatenotice of any loss. You may apply the insurance proceeds towardwhat is owed on the Secured Debts. If the insurance proceeds donot cover the amounts I owe you, I will pay the difference. Youmay require additional security as a condition of permitting anyinsurance proceeds to be used to repair or replace the Property. Ifyou acquire the Property in damaged condition, my rights to anyinsurance policies and proceeds will pass to you to the extent of theSecured Debts. I will immediately notify you of cancellation ortermination of insurance.

I (or Borrower, if not the same) fail to make a payment in fullwhen due;Anything else happens that causes you to reasonably believethat the prospect of payment, performance, or realization of theProperty is significantly impaired.

make all or any part of the Secured Debts due, including sumsadvanced under the terms of this Agreement, and accrueinterest at the highest contract interest rate;use any and all remedies you have under any instrument oragreement evidencing or pertaining to the Secured Debts;use any available remedies allowed by state or federal law;require me to gather the Property and make it available to youin a reasonable fashion (unless prohibited by law).

This Agreement is governed by the laws of thestate in which you are located. In the event of a dispute, theexclusive forum, venue, and place of jurisdiction will be the statein which you are located, unless otherwise required by law. Myobligations under this Agreement are independent of theobligations of any other Debtor. You may sue me individually ortogether with any other Debtor. You may release any part of theProperty and I will remain obligated under this Agreement for theremaining Property. The duties and benefits of this Agreement willbind and benefit the successors and assigns of me and you. Nomodification of this Agreement is effective unless made in writingand signed by me and you. If any provision of this Agreement isunenforceable, then the unenforceable provision will be severedand the remaining provisions will still be enforceable. Wheneverused, the plural includes the singular and the singular includes theplural. Section headings are for convenience only and should notbe used to define or interpret the terms of this Agreement. Time isof the essence.

My name and address indicated onpage 1 are my exact legal name and my principal residence. I willprovide you with at least 30 days notice prior to changing my nameor principal residence.

I have the powerand authority to enter into this Agreement. The execution anddelivery of this Agreement will not violate any agreementgoverning me or my property, or to which I am a party.I own all of the Property, unless otherwise agreed and disclosed toyou in writing. Your claim to the Property is ahead of the claimsof any other creditor, except as disclosed in writing to you prior toany advance on the Secured Debts. The Property has not been usedfor any purpose that would violate any laws or subject the Propertyto forfeiture or seizure.

I will protect the Property andyour interest against any competing claim. Except as otherwiseprovided in this Agreement, I will keep the Property in mypossession at the address indicated on page 1 of this Agreement. Iwill keep the Property in good repair and use it only for personal,family, or household purposes. I will not use the Property for apurpose that will violate any laws or subject the Property toforfeiture or seizure. I will immediately inform you of any loss ordamage to the Property. You have the right of reasonable access toinspect the Property.

I authorize you to do anythingyou deem reasonably necessary to protect the Property and yoursecurity interest in the Property. If I fail to perform any of myduties under this Agreement, you are authorized, after providingme with any required notice and opportunity to perform, toperform the duties or cause them to be performed and add the costsof performance to the Secured Debts. These authorizations include,but are not limited to, permission to pay for the repair,maintenance and preservation of the Property and taking any actionto obtain or preserve the benefits and rights of the Property. Yourauthority to perform for me will not create an obligation toperform and your failure to perform will not preclude you fromexercising any other rights under the law or this Agreement. If youcome into actual or constructive possession of the Property, youwill preserve and protect the Property to the extent required bylaw. Your duty of care with respect to the Property will besatisfied if you exercise reasonable care in the safekeeping of theProperty or in the selection of a third party in possession of theProperty.

If this is apurchase money loan (the loan proceeds are used to purchase thecollateral), I authorize you, at your option, to disburse the loanproceeds directly to the seller of the Property. The portion of theProperty purchased with loan proceeds will remain subject to yourpurchase money security interest until the Secured Debts are paidin full. Payments on any non-purchase money loan also secured bythis Agreement will not be applied to the purchase money loan.Payments on the purchase money loan will be applied first to thenon-purchase money portion of the loan, if any, and then to thepurchase money portion in the order in which the purchase moneyProperty was acquired. If the purchase money Property wasacquired at the same time, then payments will be applied in theorder you select. No security interest will be terminated byapplication of this formula.

If the Property subject to thisAgreement includes a residence, the existence of a default and yourremedies for default will be determined by applicable law and, tothe extent not prohibited by law, this Agreement.

(page 2 of 2)-2000 Bankers Systems, Inc., St. Cloud, MN Form SA-CONS 11/6/2000

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named above, your successors and assigns.

named above. If there is more than one, "I" means all accountholders jointly and each account holder separately.

"You" means the secured party

For value received, I assignand transfer to you, and I give you a security interest in thefollowing account(s):

which will be referred to as the in the rest of thisagreement The collateral includes all funds now in the accountslisted plus all additions of any kind and from any source, made atany time before the release of this agreement in writing.

This agreement is made to secure the payment of:

plus all extensions, renewals,

and any renewals or substitutions. These account(s) will bereferred to as the in the rest of this agreement. Thecollateral is held with:

may now or hereafter owe to you, no matter how or whenthese debts arise. (We intend this paragraph to be very broad.For example, "debts" include loans or credit purchases, madeby or transferred to you, as well as debts arising from any otherrelationship such as check overdrafts, forgeries, or returneddeposits. These also include debts arising from any capacity[maker, co-maker, endorser, surety, guarantor].) If more thanone person or entity is listed, then all joint and separate debts ofall those listed are secured.

modifications and substitutions:

The following terms are also part of this agreement:

"I" means the account holder

This confirms our oral notice dated:

For the secured partyFor the secured party For the depository

Date:

Secured party's name and address:

Assignment of deposit or share account:

depository.

Secured debt(s):

the following described debt(s),

collateral

Additional terms:

all present and future debts,

Account holder's name and address:

Signature(s) of account holder(s):

Release by secured party:

Date:

To:

Notice to depository:

Date:

To:

Acknowledgement by the depository:

Date:

To:

By:By: By:

of every kind and description which:

This is to advise you that the assignmentand security interest in the collateraldescribed above has been released and theoriginal certificate, or passbook or otherevidence of the collateral (if any) has beenreturned to the account holder(s).

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

This agreement will last until you release it in writing, and you are notrequired to release it until the secured debts are paid in full.While this agreement is in effect, neither I nor anyone else (exceptyou, the secured party) can withdraw all or any part of the collateral.No joint owner, beneficiary, surviving spouse or representative of myestate gets any rights in the collateral in the event of my death orincapacity until the secured debts are paid in full.You have the right to withdraw all or any part of the collateral andapply the withdrawal toward the payment of the secured debt(s),even if the withdrawal causes a penalty. If a secured debt is indefault you can exercise this right without any notice to me or myconsent (unless such notice or consent is required by law and cannotbe waived). You have the right to sign my name (or sign your name asmy attorney in fact) to exercise the rights given to you in thisagreement.I represent and promise that no other person or entity has any rightsin the collateral that have priority over those I am giving you here andthat no part of the collateral is exempt or protected by law from thisagreement.The rights and remedies I am giving you here are in addition to anystated in any other agreements. If there is more than one debtsecured, more than one type of collateral (including collateral outsideof this agreement) or more than one debtor liable, it is entirely in yourdiscretion as to the order and timing of remedies you select.I neither assume nor am excused from personal liability for any of thesecured debts merely by making this agreement; my personal liabilitywill be determined by referring to other documents. I do assumepersonal liability for the warranties and representations made in thisagreement.A debt secured by this agreement (whether specifically listed or not)includes all sums that could possibly be due under the debt.I specifically request and direct the depository to honor and acceptthis agreement and its terms.

We have received your notice of thisagreement. We agree that no accountholder or any other person (other than you,the secured party) has any right to makeany withdrawals from the collateral until thisagreement is released in writing by you.

By signing here we accept theterms of this agreement and acknowledge receipt of a copy.

1989 BANKERS SYSTEMS, INC., ST. CLOUD, MN 56302 (1-800-397-2341) FORM M-160 8/17/89

Please take notice of this agreement.Please confirm your receipt of this noticeand your acceptance of its terms bycompleting the acknowledgement portionand returning a copy to the secured party.

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Truth-in-Lending DisclosureLender Borrower Summary

Loan Number:Date:

Annual Percentage Rate(APR) for All Transactions

Minimum Interest Charge

Paying Interest

For Credit Card Tips fromthe Federal Reserve Board

Annual Fee

Set-up and MaintenanceFees

Transaction Fees

Penalty Fees

see page 2

Interest Rate and Interest Charges

Fees

I will be charged interest from the transaction date.

I can for more important information about my account.

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How You Calculate My Balance.

Billing Rights.

Borrower

Information on my rights to dispute transactions and how to exercise those rights is provided in myaccount agreement.

I understand that terms following a only apply if checked. By signing below, I acknowledge receipt of a copy ofthis disclosure on the date indicated above.

Signaturesl

Date Date

Date Date

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Lender Borrower Summary

Loan Number:

AgreementDate:

Credit Limit:

Maturity Date:

TransactionAccount:

$

In this Agreement, these terms have the followingmeanings:

The pronouns , and refer to allBorrowers signing this Agreement, jointly and individually,and each other person or legal entity that agrees to pay thisAgreement. and refer to the Lender, or anyperson or legal entity that acquires an interest in the Line ofCredit.

refers to this

, and any extensions, renewals,

modifications or substitutions of it.

means the interval between thedays or dates of regular periodic statements.

means the maximum amount ofprincipal you will permit me to owe you under this Line ofCredit, at any one time. My Credit Limit is stated at the topof this Agreement.

refers to this transactiongenerally, including obligations and duties arising from theterms of all documents prepared or submitted for thistransaction such as applications, security agreements,disclosures and this Agreement.

means thesum of the unpaid principal balance advanced under the termsof this Agreement, interest or other finance charges, fees andother charges that are due, and other amounts advanced to meor others under the terms of this Line of Credit.

means any real or personal propertythat secures my obligations under this Line of Credit.

means theaccount that I have agreed to maintain with you in connectionwith this Line of Credit. The Transaction Account number isstated at the top of this Agreement.

Other important terms are defined throughout this Agreement.

I promise to pay to you or your order, at youraddress, or at such other location as you may designate, so muchof the Credit Limit as may be advanced under this Agreement,plus interest or other finance charges, fees, charges, costs andexpenses as described in this Line of Credit.

This Agreement begins on the Agreement

Date and continues until the Maturity Date. I may request

advances for ( )

beginning on the Agreement Date.

I may request advances by drawing my Transaction Account

below ( ). During the

term of this Agreement I will maintain my Transaction Account

with you. You will make the advance by depositing the advance

amount in my Transaction Account. You will record the amount

as an advance and increase my Loan Account Balance.

$

My ability to request and access advancesis subject to the following limitations:

Subject to the limitations contained inthis Agreement, when I request an advance (check one):

You will advance exactly the amount I request.

The minimum amount you will advance will be

( ). You will

advance either the Minimum Advance or the smallest

multiple of the Minimum Advance necessary to cover my

request.

$

The minimum amount you will advance will be

( ). You will

advance either the Minimum Advance or exactly the

amount I request, provided the requested amount equals

or exceeds the Minimum Advance.

$

I may not request

advances totaling more than per

.

$

I may not request

advances per .

Subject to the terms and conditions of thisAgreement, I may borrow on this Line of Credit up to the CreditLimit. I agree not to request or obtain an advance that will causethe unpaid principal of my Loan Account Balance to exceed theCredit Limit. I understand that you will not ordinarily grant arequest for an advance that would cause the unpaid principal ofmy Loan Account Balance to be greater than the Credit Limit, butthat you may, at your option, grant such a request withoutobligating yourselves to do so in the future. My Credit Limit willnot be increased if I overdraw the Line of Credit. If I exceed theCredit Limit, I agree to pay the amount by which the unpaidprincipal of my Loan Account Balance exceeds the Credit Limitimmediately, even if you have not yet billed me.

Generally Advances

Definitions.

Pronouns.

Agreement.

Billing Cycle.

Credit Limit.

Line of Credit.

Loan Account Balance.

Property.

Transaction Account.

Promise to Pay.

Agreement Term.

Advance Limitations.

Minimum Advance.

Maximum Amount of Advances.

Maximum Number of Advances.

Credit Limit.

"I" "me" "my"

"You" "your"

"Agreement"

"Billing Cycle"

"Credit Limit"

"Line of Credit"

"Loan Account Balance"

"Property"

"Transaction Account"

"Draw Period"

"Triggering Balance"

"Minimum Advance"

"Minimum Advance"

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Interest Charges

Fees and Charges

Payment Terms

Security

Insurance

Computation of Interest Charges.

Period Rate and Annual Percentage Rate.

Payment Date.

Minimum Payment.

Rounding.

Payment of Balance.

Payment at Maturity.

Additional Payment Terms.

Property Insurance.

Commissions.

Interest charges begin toaccrue immediately when you make an advance to me. Interestcharges will be computed as follows:

The periodic rateused in calculating the Interest Charge and the correspondingAnnual Percentage Rate will equal the amount corresponding tothe range in which my Loan Account Balance falls on the last dayof the Billing Cycle, as reflected in the following table.

All Balances % %

Tiered Balances

to$ $ % %

to$ $ % %

to$ $ % %

to$ $ % %

I agree to pay, or have paid, the fees and charges listed in thethat appears at the end of this Agreement.

During the term of this Agreement, a Minimum

Payment will be due on or before the Payment Date indicated on

my periodic statement for any Billing Cycle in which there is an

outstanding balance on my account. My Minimum Payments will

be due: .

On or before each Payment Date, I agreeto make a payment of at least the Minimum Payment amount.The Minimum Payment will equal the following:

The Minimum Payment will be rounded

.

If my Loan Account Balance at the

end of a Billing Cycle is less than , my Minimum

Payment will equal the entire outstanding Loan Account

Balance.

$

On the Maturity Date I must pay theentire outstanding Loan Account Balance.

If my Loan Account Balance on aPayment Date is less than the Minimum Payment amount, I mustpay only the amount necessary to reduce my Loan AccountBalance to zero or to any required Minimum Balance. If Iotherwise fail to fully pay the Minimum Payment amount, youmay, but are not required to, advance money to me to make thepayment. All the terms of this Agreement will apply to such anadvance. Subject to any required Minimum Balance, I can pay offall or part of what I owe at any time. If I pay more than theMinimum Payment amount, I must continue to make my periodicMinimum Payments as otherwise required by this Agreement.

Unless otherwise agreed or required by applicable law, paymentsand other credits will be applied first to any charges I owe otherthan principal and interest charges, then to any interest chargesthat are due, and finally to principal. No late charge will beassessed on any payment when the only delinquency is due to latefees assessed on earlier payments and the payment is otherwise afull payment.

You have secured my obligations under this Line of Credit by

taking a security interest (by way of a separate security

instrument dated ) in the

following Property:

Property securing any other loans that I have with you may alsosecure this Agreement.

I will insure or retain insurance coverage

on the Property and abide by the insurance requirements of any

security instrument securing this Line of Credit.

I understand and agree that you (or your affiliate)will earn commissions or fees on any insurance products, andmay earn such fees on other services that I buy through you oryour affiliate.

Range of Balances Periodic Rateof InterestCharge

AnnualPercentage Rate

I may obtain

property insurance from anyone I want that is reasonably

acceptable to you. If I get the insurance from or through you,

I will pay for

of coverage.

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Fees Appendix

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Additional Terms

Default.

Remedies.

Collection Expenses and Attorneys' Fees.

Set-Off.

Amendments.

Termination.

Waivers and Consent.

Periodic Statements.

Joint and Individual Liability and Successors.

Integration and Severability.

Interpretation.

Notice, Financial Reports and Additional Documents.

I will be in default if any of the following occur.

After I default, and after you give any legallyrequired notice and opportunity to cure, you may at your optiondo any of the following:

You may terminate this Line of Credit and make all or anypart of the amount owing by the terms of this Agreementimmediately due.

You may temporarily or permanently prohibit any additionaladvances.

You may temporarily or permanently reduce the Credit Limit.

You may demand additional security or additional parties tobe obligated to pay this Agreement.

You may make a claim for any and all insurance benefits orrefunds that may be available on my default.

You may make amounts advanced on my behalf immediatelydue, and you may add these amounts to the Loan AccountBalance.

You may use any and all remedies you have under applicablelaw or any agreement securing this Agreement.

Except as otherwise required by law, by choosing a remedy youdo not give up your right to use another remedy. You do notwaive a default if you choose not to use a remedy. By electing notto use any remedy, you do not waive your right to later considerthe event a default and to use any remedies if the defaultcontinues or occurs again.

On or afterDefault, to the extent permitted by law, I agree to pay thefollowing:

You may set off any amount due and payable under theterms of this Agreement against my right to receive money fromyou, unless prohibited by applicable law. For example, your rightof set-off will not apply if I may obtain credit under thisAgreement by using a credit card.

To the extent permitted by law, you may changeany term of this Agreement upon appropriate advance notice asrequired by applicable law.

Either you or I may, unless prohibited by law,terminate this Line of Credit at any time by giving written noticeto the other. Termination by one Borrower terminates the Line ofCredit for all Borrowers. Termination will not affect myobligation to repay advances made prior to the termination, norwill it alter my duties to perform under the terms of an instrumentsecuring this Agreement until such instrument is released.

To the extent not prohibited by law andexcept for any required notice of right to cure for the failure tomake a required payment, I waive protest, presentment forpayment, demand, notice of acceleration, notice of intent toaccelerate and notice of dishonor. To the extent not prohibited bylaw, I and any other party to this Line of Credit, also consent tothe following actions that you may take, and waive defenses thatmay be available based on these actions, or based on the status ofa party to this Line of Credit.

You may renew or extend payments on this Agreement,regardless of the number of such renewals or extensions.

You may release any Borrower or other person who may beliable for the indebtedness under this Agreement.

You may release, substitute or impair any Property securingthis Agreement.

You may invoke your right of set-off.

You may enter into any sales or repurchases of thisAgreement to any person in any amounts and I waive noticeof such sales or repurchases.

I agree that any Borrower is authorized to modify the termsof this Agreement or any other Line of Credit document.

You may inform any party who guarantees this Line of Creditof any loan accommodations, renewals, extensions,modifications, substitutions or future advances.

No delay or forbearance on your part in exercising any ofyour rights or remedies will be construed as a waiver by you,unless such waiver is in writing and is signed by you.

If I have an outstanding balance on myaccount or have any account activity, you will send me a periodicstatement at the end of each Billing Cycle. This periodicstatement will reflect, among other things, credit advances,interest charges, other fees and charges, payments made, othercredits, my previous account balance and my new accountbalance. The periodic statement will also identify my MinimumPayment for the cycle, the date it is due ( ) andany other specific payment requirements.

My obligationto pay this Line of Credit is independent of the obligation of anyother person who has also agreed to pay it. You may sue mealone, or anyone else who is obligated on this Line of Credit, orany number of us together, to collect on this Line of Credit.Extending this Line of Credit or new obligations under this Lineof Credit, will not affect my duty under this Line of Credit and Iwill still be obligated to pay this Line of Credit. The duties andbenefits of this Line of Credit will bind and benefit the successorsand assigns of you and me.

This Agreement is the completeand final expression of our agreement. If any provision of thisAgreement is unenforceable, then the unenforceable provisionwill be severed and the remaining provisions will still beenforceable.

Whenever used, the singular includes the pluraland the plural includes the singular. The section headings are forconvenience only and are not to be used to interpret or define theterms of this Agreement.

Unless otherwise required by law, any notice will be given by

}

}

}

}

}

}

}

}

}

}

}

}

}

}

}

"Payment Date"

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delivering it or mailing it by first class mail to the appropriateparty's address above, or to any other address designated inwriting. Notice to one Borrower will be deemed to be notice toall Borrowers. I will inform you in writing of any change in myname, address or other application information. I will provideyou any financial statement or information you request. Allfinancial statements and information I give you will be correctand complete. I agree to sign, deliver and file any additionaldocuments or certifications that you may consider necessary toperfect, continue and preserve my obligations under this Line ofCredit and to confirm your lien status on any Property. Time is ofthe essence.

I agree to supply you with whateverinformation you reasonably feel you need to decide whether tocontinue this Line of Credit. You will make requests for thisinformation without undue frequency, and will give mereasonable time in which to supply the information.

This Agreement is governed by:

If checked, the following addenda are attached toand made part of this Agreement:

Automatic Withdrawal

Conversion Option

Credit Insurance

Initial Rate

Preferred Rate

If I think there is an error on my statement, I will write to you at

the address listed on my bill. I may also contact you on the

Web at:

In my letter, I will give you the following information:

Account information: My name and account number.

Dollar amount: The dollar amount of the suspected error.

Description of problem: If I think there is an error on mybill, I will describe what I believe is wrong and why I believeit is a mistake.

I must contact you:

Within 60 days after the error appeared on my statement.

At least 3 business days before an automated payment isscheduled, if I want to stop payment on the amount I think iswrong.

I must notify you of any potential errors in writing or

electronically. I may call you, but if I do you are not required to

investigate any potential errors and I may have to pay the amount

in question.

Within 30 days of receiving my letter, you must tell me thatyou received my letter. You will also tell me if you havealready corrected the error.

Within 90 days of receiving my letter, you must eithercorrect the error or explain to me why you believe the bill iscorrect.

You cannot try to collect the amount in question, or reportme as delinquent on that amount.

The charge in question may remain on my statement, and youmay continue to charge me interest on that amount.

While I do not have to pay the amount in question, I amresponsible for the remainder of my balance.

You can apply any unpaid amount against my credit limit.

If you made a mistake: I will not have to pay the amount inquestion or any interest or other fees related to that amount.

If you do not believe there was a mistake: I will have to paythe amount in question, along with applicable interest andfees. You will send me a statement of the amount I owe andthe date payment is due. You may then report me asdelinquent if I do not pay the amount you think I owe.

If I receive your explanation but still believe my bill is wrong, Imust write to you within 10 days telling you that I still refuse topay. If I do so, you cannot report me as delinquent without alsoreporting that I am questioning my bill. You must tell me thename of anyone to whom you reported me as delinquent, and youmust let those organizations know when the matter has beensettled between us.

If you do not follow all of the rules above, I do not have to paythe first $50 of the amount I question even if my bill is correct.

If I am dissatisfied with the goods or services that I havepurchased with my credit card, and I have tried in good faith tocorrect the problem with the merchant, I may have the right notto pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

The purchase must have been made in my home state orwithin 100 miles of my current mailing address, and thepurchase price must have been more than $50. (Note: Neither

Credit Information.

Applicable Law.

Other Terms.

Additional Terms.

1.

2.

1.

llllll

l

l

Notices

My Billing Rights: Keep this Document for

Future Use

This notice tells me about my rights and your responsibilitiesunder the Fair Credit Billing Act.

When you receive my letter, you must do two things:

While you investigate whether or not there has been an error:

After you finish your investigation, one of two things willhappen:

What To Do If I Find a Mistake on My Statement

What Will Happen After You Receive My Letter

My Rights If I Am Dissatisfied With My Credit

Card Purchases

}

}

}

}

}

}

}

}

}

}

}

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of these are necessary if my purchase was based on anadvertisement you mailed to me, or if you own the companythat sold me the goods or services.)

I must have used my credit card for the purchase. Purchasesmade with cash advances from an ATM or with a check thataccesses my credit card account do not qualify.

I must not yet have fully paid for the purchase.

If all of the criteria above are met and I am still dissatisfied with

the purchase, I will contact you in writing at the address listed on

my bill. I may also contact you electronically at:

While you investigate, the same rules apply to the disputedamount as discussed above. After you finish your investigation,you will tell me your decision. At that point, if you think I owean amount and I do not pay, you may report me as delinquent.

I understand that terms following a only apply if checked. By

signing, I agree to the terms of this Agreement. I also

acknowledge receipt of a copy of this Agreement on today's date.

2.

3.

Borrower

Lender (Optional)

l

Signatures

Fees Appendix

l

Date

Date

Date

Date

[This area intentionally left blank.]

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Lender Borrower SummaryLoan Number:AgreementDate:Credit Limit: $

$

$

$

Generally

Advances

Definitions.

Pronouns.

Agreement.

Billing Cycle.

Credit Limit.

Line of Credit.

Loan Account Balance.

Property.

Promise to Pay.

Agreement Term.

Advance Methods.

Advance Limitations.

Initial Advance.

Minimum Advance.

Maximum Amount of Advances.

Maximum Number of Advances.

Credit Limit.

In this Agreement, these terms have the followingmeanings:

The pronouns , and refer to allBorrowers signing this Agreement, jointly and individually,and each other person or legal entity that agrees to pay thisAgreement. and refer to the Lender, or anyperson or legal entity that acquires an interest in the Line ofCredit.

refers to this

, and any extensions, renewals,modifications or substitutions of it.

means the interval between thedays or dates of regular periodic statements.

means the maximum amount ofprincipal you will permit me to owe you under this Line ofCredit, at any one time. My Credit Limit is stated at the topof this Agreement.

refers to this transactiongenerally, including obligations and duties arising from theterms of all documents prepared or submitted for thistransaction such as applications, security agreements,disclosures and this Agreement.

means thesum of the unpaid principal balance advanced under the termsof this Agreement, interest or other finance charges, fees andother charges that are due, and other amounts advanced to meor others under the terms of this Line of Credit.

means any real or personal propertythat secures my obligations under this Line of Credit.

Other important terms are defined throughout this Agreement.

I promise to pay to you or your order, at youraddress, or at such other location as you may designate, so muchof the Credit Limit as may be advanced under this Agreement,plus interest or other finance charges, fees, charges, costs andexpenses as described in this Line of Credit.

I may request advances from the AgreementDate until this Agreement is terminated.

I may request advances by the followingmethods:

I write a

.

I draw my transaction account below

( ). Transaction account number

.

I request a withdrawal

.

I make a purchase or withdrawal with my

.

I authorize you to make a payment to a third person oranother account.

You will make the advance by advancing the amount directly tome, depositing it in my transaction account, or by paying adesignated third person or account. You will record the amount asan advance and increase my Loan Account Balance.

My ability to request and access advancesis subject to the following limitations:

On , I

will receive an Initial Advance of .

Subject to the limitations contained inthis Agreement, when I request an advance:

I may not request

advances totaling more than per

.

I may not request

advances per .

Subject to the terms and conditions of thisAgreement, I may borrow on this Line of Credit up to the CreditLimit. I agree not to request or obtain an advance that will causethe unpaid principal of my Loan Account Balance to exceed theCredit Limit. I understand that you will not ordinarily grant arequest for an advance that would cause the unpaid principal ofmy Loan Account Balance to be greater than the Credit Limit, butthat you may, at your option, grant such a request withoutobligating yourselves to do so in the future. My Credit Limit willnot be increased if I overdraw the Line of Credit. If I exceed theCredit Limit, I agree to pay the amount by which the unpaidprincipal of my Loan Account Balance exceeds the Credit Limitimmediately, even if you have not yet billed me.

"I" "me" "my"

"You" "your"

"Agreement"

"Billing Cycle"

"Credit Limit"

"Line of Credit"

"Loan Account Balance"

"Property"

"Triggering Balance"

}

}

}

}

}

}

}

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l Minimum Balance.I agree to maintain a principal balanceoutstanding during the term of this Agreement of at least

( )."Minimum Balance"$

$ $$ $$ $$ $

$ $$ $$ $$ $

Interest ChargesComputation of Interest Charges.

Period Rate and Annual Percentage Rate.

Variable Rate.

Rounding.

Rate Changes.

Carryover.

Rate Change Limitations.

Interest charges begin toaccrue immediately when you make an advance to me. Interestcharges will be computed as follows:

The periodic rateused in calculating the Interest Charge and the correspondingAnnual Percentage Rate will equal the amount corresponding tothe range in which my Loan Account Balance falls on the last dayof the Billing Cycle, as reflected in the following table.

All Balances % %

Tiered Balancesto % %to % %to % %to % %The annual percentage rate may change. It will

be based on the value of the Index described as the:

plus the margin corresponding to the range in which my LoanAccount Balance falls on the last day of the Billing Cycle, asreflected in the following table.

All Balances %

Tiered Balancesto %to %to %to %

This rate will be rounded

.

The annual percentage rate may increaseif the Index rate increases. An Index rate increase will resultin a higher interest charge and it may have the effect ofincreasing your periodic Minimum Payment. A decrease inthe Index rate will have the opposite effect as an increase. An

Index rate increase or decrease will take effect

. Theannual percentage rate can increase or decrease

( after remaining fixed for

). If the Index rate changes more frequentlythan the annual percentage rate, you will use the Index rate ineffect on the day you adjust the annual percentage rate todetermine the new annual percentage rate. In such a case, youwill ignore any changes in the Index rate that occur betweenannual percentage rate adjustments.

The annual percentage rate may increase if the Index rateincreases. An Index rate increase will result in a higherinterest charge and it may have the effect of increasing myperiodic Minimum Payment. A decrease in the Index rate willhave the opposite effect as an increase. An Index rate

decrease will take effect

. The annual percentage rate

can decrease ( after remaining fixed for

). The annual percentage rate may increase

after remaining fixed for one year ( or ,whichever is the longer period). An Index rate increase willtake effect as indicated in the advance written notice weprovide to you as required by law. If the Index rate changesmore frequently than the annual percentage rate, you will usethe Index rate in effect on the day you adjust the annualpercentage rate to determine the new annual percentage rate.In such a case, you will ignore any changes in the Index ratethat occur between annual percentage rate adjustments.

Any annual percentage rate increases ordecreases not implemented by you either because of periodic,annual or lifetime rate caps, or because of a statutorylimitation, may be carried over to subsequent rate adjustmentperiods and may be implemented to the extent not offset byopposite movement in the Index rate. If this occurs, theannual percentage rate will not relate to the Index rate in themanner described. When you have adjusted the annualpercentage rate to take advantage of all increases or decreasesin the Index rate, the initial relationship between the Indexrate and the annual percentage rate will resume.

Annual percentage rate changesare subject to the following limitations. The lifetime floor, ifany, does not apply to any initial rates if applicable. Anyperiodic limitations will not prevent the rates from increasingto the lifetime floor, if any, at the end of the initial rate periodprovided in the Initial Rate Addendum if applicable.

Range of Balances Periodic Rateof InterestCharge

AnnualPercentage Rate

Range of Balances Margin

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ll

l

l

l

l

Periodic Limits.

Lifetime Floor.

Lifetime Cap.

Payment Date.

Minimum Payment.

Rounding.

Payment of Balance.

The Annual Percentage Rate cannot

increase by more than percentage points (

or decrease by more than percentage points)

.

The Annual Percentage Rate will

never be lower than:

.

The Annual Percentage Rate will never

be higher than:

.

I agree to pay, or have paid, the fees and charges listed in thethat appears at the end of this Agreement.

During the term of this Agreement, a MinimumPayment will be due on or before the Payment Date indicated onmy periodic statement for any Billing Cycle in which there is anoutstanding balance on my account. My Minimum Payments will

be due: .

On or before each Payment Date, I agreeto make a payment of at least the Minimum Payment amount.The Minimum Payment will equal the following:

The Minimum Payment will be rounded

.

If my Loan Account Balance at the

end of a Billing Cycle is less than , my MinimumPayment will equal the entire outstanding Loan AccountBalance.

Fees and Charges

Payment Terms

Fees Appendix

$

Additional Payment Terms.

Property Insurance.

Commissions.

Default.

Remedies.

If my Loan Account Balance on aPayment Date is less than the Minimum Payment amount, I mustpay only the amount necessary to reduce my Loan AccountBalance to zero or to any required Minimum Balance. If Iotherwise fail to fully pay the Minimum Payment amount, youmay, but are not required to, advance money to me to make thepayment. All the terms of this Agreement will apply to such an

advance. Subject to any required Minimum Balance, I can pay offall or part of what I owe at any time. If I pay more than theMinimum Payment amount, I must continue to make my periodicMinimum Payments as otherwise required by this Agreement.

Unless otherwise agreed or required by applicable law, paymentsand other credits will be applied first to any charges I owe otherthan principal and interest charges, then to any interest chargesthat are due, and finally to principal. No late charge will beassessed on any payment when the only delinquency is due to latefees assessed on earlier payments and the payment is otherwise afull payment.

You have secured my obligations under this Line of Credit bytaking a security interest (by way of a separate security

instrument dated ) in the

following Property:

Property securing any other loans that I have with you may alsosecure this Agreement.

I will insure or retain insurance coverageon the Property and abide by the insurance requirements of anysecurity instrument securing this Line of Credit.

I understand and agree that you (or your affiliate)will earn commissions or fees on any insurance products, andmay earn such fees on other services that I buy through you oryour affiliate.

I will be in default if any of the following occur.

After I default, and after you give any legallyrequired notice and opportunity to cure, you may at your optiondo any of the following:

You may terminate this Line of Credit and make all or anypart of the amount owing by the terms of this Agreementimmediately due.You may temporarily or permanently prohibit any additionaladvances.You may temporarily or permanently reduce the Credit Limit.You may demand additional security or additional parties tobe obligated to pay this Agreement.

Security

Insurance

Additional Terms

I may obtainproperty insurance from anyone I want that is reasonablyacceptable to you. If I get the insurance from or through you,I will pay for

of coverage.

}

}

}

}

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You may make a claim for any and all insurance benefits orrefunds that may be available on my default.You may make amounts advanced on my behalf immediatelydue, and you may add these amounts to the Loan AccountBalance.You may use any and all remedies you have under applicablelaw or any agreement securing this Agreement.

Except as otherwise required by law, by choosing a remedy youdo not give up your right to use another remedy. You do notwaive a default if you choose not to use a remedy. By electing notto use any remedy, you do not waive your right to later considerthe event a default and to use any remedies if the defaultcontinues or occurs again.

On or afterDefault, to the extent permitted by law, I agree to pay thefollowing:

You may set off any amount due and payable under theterms of this Agreement against my right to receive money fromyou, unless prohibited by applicable law. For example, your rightof set-off will not apply if I may obtain credit under thisAgreement by using a credit card.

To the extent permitted by law, you may changeany term of this Agreement upon appropriate advance notice asrequired by applicable law.

Either you or I may, unless prohibited by law,terminate this Line of Credit at any time by giving written noticeto the other. Termination by one Borrower terminates the Line ofCredit for all Borrowers. Termination will not affect myobligation to repay advances made prior to the termination, norwill it alter my duties to perform under the terms of an instrumentsecuring this Agreement until such instrument is released.

Upon termination, I will return to you any remaining accessdevices in my possession that were issued or used in connectionwith the Line of Credit.

To the extent not prohibited by law andexcept for any required notice of right to cure for the failure tomake a required payment, I waive protest, presentment forpayment, demand, notice of acceleration, notice of intent toaccelerate and notice of dishonor. To the extent not prohibited bylaw, I and any other party to this Line of Credit, also consent tothe following actions that you may take, and waive defenses thatmay be available based on these actions, or based on the status ofa party to this Line of Credit.

You may renew or extend payments on this Agreement,regardless of the number of such renewals or extensions.You may release any Borrower or other person who may beliable for the indebtedness under this Agreement.

You may release, substitute or impair any Property securingthis Agreement.You may invoke your right of set-off.You may enter into any sales or repurchases of thisAgreement to any person in any amounts and I waive noticeof such sales or repurchases.I agree that any Borrower is authorized to modify the termsof this Agreement or any other Line of Credit document.You may inform any party who guarantees this Line of Creditof any loan accommodations, renewals, extensions,modifications, substitutions or future advances.No delay or forbearance on your part in exercising any ofyour rights or remedies will be construed as a waiver by you,unless such waiver is in writing and is signed by you.

If I have an outstanding balance on myaccount or have any account activity, you will send me a periodicstatement at the end of each Billing Cycle. This periodicstatement will reflect, among other things, credit advances,interest charges, other fees and charges, payments made, othercredits, my previous account balance and my new accountbalance. The periodic statement will also identify my MinimumPayment for the cycle, the date it is due ( ) andany other specific payment requirements.

My obligationto pay this Line of Credit is independent of the obligation of anyother person who has also agreed to pay it. You may sue mealone, or anyone else who is obligated on this Line of Credit, orany number of us together, to collect on this Line of Credit.Extending this Line of Credit or new obligations under this Lineof Credit, will not affect my duty under this Line of Credit and Iwill still be obligated to pay this Line of Credit. The duties andbenefits of this Line of Credit will bind and benefit the successorsand assigns of you and me.

This Agreement is the completeand final expression of our agreement. If any provision of thisAgreement is unenforceable, then the unenforceable provisionwill be severed and the remaining provisions will still beenforceable.

Whenever used, the singular includes the pluraland the plural includes the singular. The section headings are forconvenience only and are not to be used to interpret or define theterms of this Agreement.

Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to the appropriateparty's address above, or to any other address designated inwriting. Notice to one Borrower will be deemed to be notice toall Borrowers. I will inform you in writing of any change in myname, address or other application information. I will provideyou any financial statement or information you request. Allfinancial statements and information I give you will be correctand complete. I agree to sign, deliver and file any additionaldocuments or certifications that you may consider necessary toperfect, continue and preserve my obligations under this Line ofCredit and to confirm your lien status on any Property. Time is ofthe essence.

I agree to supply you with whateverinformation you reasonably feel you need to decide whether tocontinue this Line of Credit. You will make requests for thisinformation without undue frequency, and will give mereasonable time in which to supply the information.

}

}

}

}

}

}

}

}

}

}

}

Collection Expenses and Attorneys' Fees.

Set-Off.

Amendments.

Termination.

Waivers and Consent.

Periodic Statements.

Joint and Individual Liability and Successors.

Integration and Severability.

Interpretation.

Notice, Financial Reports and Additional Documents.

Credit Information.

"Payment Date"

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Applicable Law.

Other Terms.

Additional Terms.

1.

2.

1.

2.

3.

This Agreement is governed by:

If checked, the following addenda are attached toand made part of this Agreement:

Automatic Withdrawal

Conversion Option

Credit Insurance

Initial Rate

Preferred Rate

If I think there is an error on my statement, I will write to you at

the address listed on my bill. I may also contact you on the

Web at:

In my letter, I will give you the following information:Account information: My name and account number.Dollar amount: The dollar amount of the suspected error.Description of problem: If I think there is an error on mybill, I will describe what I believe is wrong and why I believeit is a mistake.

I must contact you:Within 60 days after the error appeared on my statement.At least 3 business days before an automated payment isscheduled, if I want to stop payment on the amount I think iswrong.

I must notify you of any potential errors in writing orelectronically. I may call you, but if I do you are not required toinvestigate any potential errors and I may have to pay the amountin question.

Within 30 days of receiving my letter, you must tell me thatyou received my letter. You will also tell me if you havealready corrected the error.Within 90 days of receiving my letter, you must eithercorrect the error or explain to me why you believe the bill iscorrect.

You cannot try to collect the amount in question, or reportme as delinquent on that amount.The charge in question may remain on my statement, and youmay continue to charge me interest on that amount.While I do not have to pay the amount in question, I amresponsible for the remainder of my balance.You can apply any unpaid amount against my credit limit.

If you made a mistake: I will not have to pay the amount inquestion or any interest or other fees related to that amount.If you do not believe there was a mistake: I will have to paythe amount in question, along with applicable interest andfees. You will send me a statement of the amount I owe andthe date payment is due. You may then report me asdelinquent if I do not pay the amount you think I owe.

If I receive your explanation but still believe my bill is wrong, Imust write to you within 10 days telling you that I still refuse topay. If I do so, you cannot report me as delinquent without alsoreporting that I am questioning my bill. You must tell me thename of anyone to whom you reported me as delinquent, and youmust let those organizations know when the matter has beensettled between us.

If you do not follow all of the rules above, I do not have to paythe first $50 of the amount I question even if my bill is correct.

If I am dissatisfied with the goods or services that I havepurchased with my credit card, and I have tried in good faith tocorrect the problem with the merchant, I may have the right notto pay the remaining amount due on the purchase.

To use this right, all of the following must be true:The purchase must have been made in my home state orwithin 100 miles of my current mailing address, and thepurchase price must have been more than $50. (Note: Neitherof these are necessary if my purchase was based on anadvertisement you mailed to me, or if you own the companythat sold me the goods or services.)I must have used my credit card for the purchase. Purchasesmade with cash advances from an ATM or with a check thataccesses my credit card account do not qualify.I must not yet have fully paid for the purchase.

If all of the criteria above are met and I am still dissatisfied withthe purchase, I will contact you in writing at the address listed on

my bill. I may also contact you electronically at:

llllll

l

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Notices

My Billing Rights: Keep this Document forFuture Use

This notice tells me about my rights and your responsibilitiesunder the Fair Credit Billing Act.

When you receive my letter, you must do two things:

While you investigate whether or not there has been an error:

After you finish your investigation, one of two things willhappen:

What To Do If I Find a Mistake on My Statement

What Will Happen After You Receive My Letter

My Rights If I Am Dissatisfied With My CreditCard Purchases

}

}

}

}

}

}

}

}

}

}

}

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While you investigate, the same rules apply to the disputedamount as discussed above. After you finish your investigation,you will tell me your decision. At that point, if you think I owean amount and I do not pay, you may report me as delinquent.

I understand that terms following a only apply if checked. Bysigning, I agree to the terms of this Agreement. I alsoacknowledge receipt of a copy of this Agreement on today's date.

Signatures

Fees Appendix

l

Borrower

Lender (Optional)

Date

Date

Date

Date

[This area intentionally left blank.]

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Your Choice Regarding Over-the-Credit Limit Coverage on Your

Line of Credit

Lender Borrower Loan Number:

Date

Over-the-Limit Coverage

Election for Over-the-Credit Limit Transactions

Unless you tell us otherwise, we will ordinarily decline any transaction that causes you to go over the credit limit onyour line of credit. If you want us to authorize these transactions, you can request over-the-limit coverage.

If you have over-the-limit coverage and you go over your credit limit, we will charge you a maximum fee of

. You will only pay one fee per billing cycle, even if you go over your limit multiple times in the same

cycle.

Even if you request over-the-limit coverage, we are under no obligation to pay any transaction that would cause you togo over your credit limit. We may pay or decline such a transaction at our sole discretion.

If you want over-the-limit coverage on your line of credit and request that we authorize transactions that go over yourcredit limit, please:

Call us at:

Visit us at our web site:

Complete the below, sign, date and return this document to us at:

I want over-the-limit coverage. I understand that if I go over my credit limit, I will be charged a maximum fee of

. I understand that I have the right to cancel this coverage at any time.

If checked, I acknowledge that the Lender has given me a copy of this document as confirmation of my election for

over-the-limit coverage on my line of credit on the date indicated below. If not checked, I understand that the Lender

will send me separate written confirmation of my election for over-the-limit coverage.

$

$

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Election

Printed Name:

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Loan Number

Agreement Date

This Conversion Option Addendum (Conversion Addendum) is incorporated into and shall supplement the attached(Agreement) between you and me.

Terms defined in the Agreement shall have the same meaning in this Conversion Addendum. In addition, these terms shall havethe following meaning for purposes of this Conversion Addendum.

Conversion Option is my right to elect to change the interest rate from a variable rate to a fixed rate for a designatedbalance.

A Lock is an exercised Conversion Option. It results in a fixed rate term loan for the balance converted.

The Agreement includes a Conversion Option that is subject to the following terms.

I may exercise the Conversion Option against the following portion of the Loan Account Balance:

I may exercise the Conversion Option during the following period:

The number of Locks that I may create (or have outstanding) are subject to the following restrictions:

The balance of a Lock will be paid over the following term:

Payments on a Lock will be determined as follows:

I will be required to pay the following fees at the time I exercise a Conversion Option:

The fixed rate applicable to a Lock will be determined as follows:

I may not make additional advances to the balance of a Lock once it is established, nor may I request advancesfrom a Lock. If I exercise the Conversion Option my Minimum Payment amount will equal the sum of the Lock payment amount plus the regularMinimum Payment amount for any remaining balance on my Line of Credit that has not been converted to a fixed rate. Additional paymentsto a Lock may be made at any time, but shall not affect my obligation to pay succeeding Lock payments as long as any amount is still owingon the Lock. In addition, the following rules apply to the Conversion Option:

By signing, I agree to the terms of this Conversion Addendum and acknowledge receipt of a copy of this Conversion Addendum.

X X X

X X X

X

Conversion Option Addendum FORM ADD-CONV-OPT 5/1/2001©2000 Bankers Systems, Inc., St. Cloud, MN _____ _____ _____ _____ _____ _____ (page 1)

Lender Borrower

1. DEFINITIONS.

A. Conversion Option.

B. Lock.

2. CONVERSION OPTION.

A. Balance.

B. Conversion Period.

C. Lock Number.

D. Lock Term.

E. Lock Repayment Method.

F. Conversion Fees.

G. Fixed Rate Determination.

H. Additional Conversion Rules.

SIGNATURES.

BORROWER:

LENDER:

CONVERSION OPTION ADDENDUM

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FEDERAL SALE OF INSURANCE DISCLOSURE

Consumer Date Consumer Date

The Product is of any depository institution or

any affiliate of any depository institution.

The Product is by any depository institution or any affiliate of any

depository institution.

The Product is by the Federal Deposit Insurance Corporation (FDIC).

The Product, except in the case of Federal Flood Insurance or Federal Crop Insurance, is

by any federal government agency.

There is associated with the Product, including the

I am purchasing the following insurance product or annuity (Product) from you: ...........................................

........................................................................................................................................................... .

I understand that disclosures following a only apply if checked. By signing, I acknowledge that I have

received a copy of this form on today's date. Unless these disclosures are provided electronically or I have

purchased the Product by mail, I also acknowledge that you have provided these disclosures to me orally.

........................................................................... ...........................................................................

2001 Bankers Systems, Inc., St. Cloud, MN Form INS-WARN 2/15/2001-

}

}

}

}

}

NOT A DEPOSIT ACCOUNT OR OTHER OBLIGATION

NOT GUARANTEED OR INSURED

NOT INSURED

NOT

INSURED

INVESTMENT RISK POSSIBLE LOSS OF VALUE.l

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(page 1 of 1)

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(Name of Creditor)

(Address of Creditor)

(City and State of Creditor)

(Identification of Debt to be Cosigned)

(Today's Date)

(Signature of Cosigner)

X

IDENTIFICATION OF DEBT

1984 Bankers Systems, Inc., St. Cloud, MN 56301 Form COSIGN-FTC 4/22/94-

NOTICE TO COSIGNER

You are being asked to guarantee this debt. Think carefully before youdo. If the borrower doesn't pay the debt, you will have to. Be sure youcan afford to pay if you have to, and that you want to accept thisresponsibility.

You may have to pay up to the full amount of the debt if the borrowerdoes not pay. You may also have to pay late fee or collection costs,which increase this amount.

The creditor can collect this debt from you without first trying to collectfrom the borrower. The creditor can use the same collection methodsagainst you that can be used against the borrower, such as suing you,garnishing your wages, etc. If this debt is ever in default, that fact maybecome part of credit record.

This notice is not the contract that makes you liable for the debt.

your

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Covered Borrower Identification StatementBankers SystemsWolters Kluwer Financial Services Page 1 of 1Initials:

B-IDSTATE 9/18/2007

*

Covered Borrower Identification Statement

X

X

X

Date

Federal law provides important protections to active duty members of the Armed Forces and their dependents.

To ensure that these protections are provided to eligible applicants, we require you to of the

following statements as applicable:

It is important to fill out this form accurately. Knowingly making a false statement on a credit

application is a crime.

Date

I AM a regular or reserve member of the Army, Navy, Marine Corps, Air Force, or Coast Guard,

serving on active duty under a call or order that does not specify a period of 30 days or fewer.

Date

I AM a dependent of a member of the Armed Forces on active duty as described above, because I am

the member's spouse, the member's child under the age of eighteen years old, or I am an individual

for whom the member provided more than one-half of my financial support for 180 days immediately

preceding today's date.

I AM NOT a regular or reserve member of the Army, Navy, Marine Corps, Air Force, or Coast

Guard, serving on active duty under a call or order that does not specify a period of 30 days or fewer

(or dependent of such a member).

check and sign one

Warning:

OR

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-*

Cross-collateral AddendumBankers SystemsWolters Kluwer Financial Services 2008 Page 1 of 1Initials:

CROSSCOLLADD 7/1/2009VMPC695 (0907).00

Loan Number

Date

Cross-collateral Addendum

Lender Borrower

By signing, I agree to the terms contained in this Addendum and acknowledge that I have received a copy of this Addendum on the date

listed above.

Date

Date

Date

This Addendum dated is incorporated into and made a part of the note and any security agreement of the same date

which I have signed as part of this loan transaction (the Documents). I understand and agree that the Documents are amended to provide as

follows:

No present or future agreement securing any other debt I owe you will secure the payment of this loan if, with respect to this loan, you

fail to fulfill any necessary requirements or limitations of Sections 19(a), 32 or 35 of Regulation Z 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.

In addition, the Documents will not secure any other debt I owe you if, as a result, such other debt would become subject to Section

670 of the John Warner National Defense Authorization Act for Fiscal year 2007.

X

X

X

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Guaranty Documents

The following documents are included in this section:

COG: Individual Guaranty of Consumer Loan

M-240: Personal Guaranty for Business Purpose Loan

M-250: Corporate Guaranty for Any Purpose Loan

The historian, essentially, wants more documents than he can really use.

Henry James

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LENDER'S NAME AND ADDRESS BORROWER'S NAME AND ADDRESSGUARANTOR'S NAME AND ADDRESS"You" means the Lender, its successors and assigns. "Borrower" means each person above."I" includes each guarantor above, jointly and severally.

NOTICE TO COSIGNER

GUARANTYFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce you, at your option, to make loans orengage in any other transactions with borrower from time to time, I absolutely and unconditionally guarantee the full payment of the following debts (asdefined herein) when due (whether at maturity or upon acceleration):

I absolutely and unconditionally guarantee to you the payment and performance of the following described debt (including all renewals, extensions,

refinancings and modifications) of the borrower: .

I absolutely and unconditionally guarantee to you the payment and performance of each and every debt, of every type and description, that the

borrower may now or at any time in the future owe you including, but not limited to, the following described debt(s):

.

I absolutely and unconditionally guarantee to you the payment and performance of each and every debt, of every type and description, that the

borrower may now or at any time in the future owe you, up to the principal amount of $ plus accrued interest, attorneys' feesand collection costs referable thereto (when permitted by law), and all other amounts agreed to be paid under all agreements evidencing the debt andsecuring the payment of the debt. You may, without notice, apply this guaranty to such debts of the borrower as you may select from time to time.

As used in this agreement, the terms "I," "we," and "my" mean all persons signing this guaranty agreement, individually and jointly, andtheir heirs, executors, administrators and assigns.

The term "debt" means all debts, liabilities, and obligations of the borrower (including, but not limited to, all amounts agreed to be paid under theterms of any notes or agreements securing the payment of any debt, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes,insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or incurred inthe future, due or to become due, or absolute or contingent, except for any obligations incurred by borrower after the date of this guaranty for which theborrower meets your standard of creditworthiness based on the borrower's own assets and income without the addition of a guaranty, or to which,although you require the addition of a guaranty, the borrower chooses someone other than me to guaranty the obligation.

This agreement is governed by the law of the state in which you are located. Any term of this agreement that does not comply withapplicable law will not be effective if that law does not expressly or impliedly permit variations by agreement. If any part of this agreement cannot beenforced according to its terms, this fact will not affect the balance of this agreement.

I agree that this is an absolute and continuing guaranty. If this guaranty is limited to the payment of a specific debt of the borrowerdescribed above, this agreement cannot be revoked and will remain in effect until the debt is paid in full. If this guaranty covers both the borrower'spresent and future debts, I agree that this guaranty will remain binding on me, whether or not there are any debts outstanding, until you have actuallyreceived written notice of my revocation or written notice of my death or incompetence.

Notice of revocation or notice of my death or incompetence will not affect my obligations under this guaranty with respect to any debts incurred by orfor which you have made a commitment to borrower before you actually receive such notice, and all renewals, extensions, refinancings, andmodifications of such debts. I agree that if any other person signing this agreement provides a notice of revocation to you, I will still be obligated underthis agreement until I provide a notice of revocation to you. If any other person signing this agreement dies or is declared incompetent, such fact will notaffect my obligations under this agreement.

I will remain obligated to pay on this guaranty even if any other person who is obligated to pay the borrower's debt, including the borrower, has suchobligation discharged in bankruptcy, foreclosure, or otherwise discharged by law. In such situations, my obligation shall include post-bankruptcy petitioninterest and attorneys' fees and any other amounts which borrower is discharged from paying or which do not otherwise accrue to borrower'sindebtedness due to borrower's discharge. I will also be obligated to pay you, to the fullest extent permitted by law, any deficiency remaining afterforeclosure of any mortgage or security interest securing borrower's debt, whether or not the liability of borrower or any other obligor for such deficiencyis discharged by statute or judicial decision. If any payments by borrower to you are thereafter set aside, recovered, rescinded, in whole or in part, aresettled by you at your discretion, or are in any way recouped or recovered from you for any reason (including, without limitation, the bankruptcy,insolvency, or reorganization of borrower or any other obligor), then I am obligated to reimburse or indemnify you for the full amount you so pay togetherwith costs, interest, attorneys' fees and all other expenses which you incur in connection therewith. I also agree that if my liability is limited to a statedprincipal amount (plus other agreed charges), you may allow the borrower to incur debt in excess of the specified amount and apply to the payment ofsuch excess any amounts you receive for payment of the debt from the borrower or any other person, any amounts resulting from any collateral, oramounts received from any other source, without affecting my obligations under this agreement.

No modification of this agreement is effective unless in writing and signed by you and me, except that you may, without notice to me and without theaddition of a signed writing or my approval; (1) release any borrower or other person who may be liable for borrower's debt, (2) release or substitute anycollateral, (3) fail to perfect any security interest or otherwise impair any collateral, (4) waive or impair any right you may have against any borrower orother person who may be liable for borrower's debt, (5) settle or compromise any claim against the borrower or any person who may be liable for theborrower's debt, (6) procure any additional security or persons who agree to be liable for borrower's debt, (7) delay or fail to pursue enforcement of thedebt, (8) apply amounts you receive from the borrower or other persons to payment of the debt in any order you select, (9) make any election withrespect to the debt provided by law or any agreement with any person liable for the debt, (10) exercise or fail to exercise any rights you have withrespect to the debt, (11) extend new credit to the borrower, or (12) renew, extend, refinance or modify the borrower's debt on any terms agreed to byyou and the borrower (including, but not limited to, changes in the interest rate or in the method, time, place or amount of payment) without affecting myobligation to pay under this guaranty.

I waive presentment, demand, protest, notice of dishonor, and notice of acceptance of this guaranty. I also waive, to the extent permitted bylaw, all notices, all defenses and claims that the borrower could assert, any right to require you to pursue any remedy or seek payment from any otherperson before seeking payment under this agreement, and all other defenses to the debt, except payment in full. You may without notice to me andwithout my consent, enter into agreements with the borrower from time to time for purposes of creating or continuing the borrower's debt as allowed bythis guaranty. I agree that I will be liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure (or repossession)and sale of any collateral without regard to whether borrower's obligation to pay such deficiency is discharged by law. If any payments on the debt areset aside, recovered or required to be returned in the event of the insolvency, bankruptcy or reorganization of the borrower, my obligations under thisagreement will continue as if such payments had never been made.

I also waive and relinquish all present and future claims, rights, and remedies against borrower or any other obligated party arising out of the creationor my performance of this guaranty. My waiver includes, but is not limited to, the right of contribution, reimbursement, indemnification, subrogation,exoneration, and any right to participate in any claim or remedy you may have against the borrower, collateral, or other party obligated for borrower'sdebts, whether or not not such claim, remedy, or right arises in equity, or under contract, statute or common law.

If I fail to keep any promise contained in this agreement or any agreement securing this agreement, you may, make this agreement and theborrower's debt immediately due and payable, you may set-off this obligation against any right I have to receive money from you (however, you may notset-off against any accounts in which my rights are only as a fiduciary or my IRA or other tax-deferred retirement account), you may use any remedy youhave under state or federal law, and you may use any remedy given to you by any agreement securing this agreement. If I die, am declared incompetent,or become insolvent (either because my liabilities exceed my assets or because I am unable to pay my debts as they become due), you may make thedebt immediately due and payable.

This guaranty is unsecured secured by .

(SEAL)

(SEAL)

(SEAL)

(SEAL)

PRESENT DEBT GUARANTY

PRESENT AND FUTURE DEBT GUARANTY

DEFINITIONS -

APPLICABLE LAW -

REVOCATION -

OBLIGATIONS INDEPENDENT - I agree that I am obligated to pay according to the terms of this guaranty even if any other person has agreed to pay theborrower's debt. My obligation to pay according to the terms of this guaranty shall not be affected by the illegality, invalidity or unenforceability of anynotes or agreements evidencing the debt, the violation of any applicable usury laws, forgery, or any other circumstances which make the indebtednessunenforceable against the borrower.

WAIVER -

REMEDIES -

COLLECTION COSTS - Except when prohibited by law, I agree to pay the reasonable costs and expenses you incur to enforce and collect this agreement,including attorneys' fees and court costs.

SECURITY -

You are being asked to guarantee the debts described above. Ifyou are making a "Present and Future Debt Guaranty" as identifiedabove, you are being asked to guaranteedebts of the borrower entered into with this lender. Think carefullybefore you do. If the borrower doesn't pay these debts, you will haveto. Be sure you can afford to pay if you have to, and that you want toaccept this responsibility.

You may have to pay up to the full amount of these debts if theborrower does not pay. You may also have to pay late fees orcollection costs, which increase this amount.

The lender can collect these debts from you without first trying tocollect from the borrower. The lender can use the same collectionmethods against you that can be used against the borrower, such assuing you, garnishing your wages, etc. If these debts are ever indefault, that fact may become part of

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present as well as future

your credit record.

In witness whereof, I have signed my name and affixed my seal on this day

of , and, by doing so, agree to

the terms of this guaranty and acknowledge having read the Notice to Cosigner.

1985 BANKERS SYSTEMS, INC., ST. CLOUD, MN (1-800-397-2341) FORM COG 7/20/90- (page 1 of 1)

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GUARANTY

,

(herein, with its participants, successors and assigns, called "Lender"), at its option, at any time or from time totime to make loans or extend other accommodations to or for the account of

(herein called "Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutelyand unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier byreason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

If this is checked, the Undersigned guarantees to Lender the payment and performance of the debt, lia-bility or obligation of Borrower to Lender evidenced by or arising out of the following:

and any extensions,renewals or replacements thereof (hereinafter referred to as the "Indebtedness").If this is checked, the Undersigned guarantees to Lender the payment and performance of each andevery debt, liability and obligation of every type and description which Borrower may now or at any timehereafter owe to Lender (whether such debt, liability or obligation now exists or is hereafter created orincurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent,primary or secondary, liquidated or unliquidated, or joint, several, or joint and several; all such debts,liabilities and obligations being hereinafter collectively referred to as the "Indebtedness"). Without limitation,this guaranty includes the following described debt(s):

A.

B.

.

The Undersigned further acknowledges and agrees with Lender that:No act or thing need occur to establish the liability of the Undersigned hereunder, and no act or thing, except

full payment and discharge of all indebtedness, shall in any way exonerate the Undersigned or modify, reduce, limitor release the liability of the Undersigned hereunder.

This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continueto be in force and be binding upon the Undersigned, whether or not all Indebtedness is paid in full, until thisguaranty is revoked by written notice actually received by the Lender, and such revocation shall not be effective asto Indebtedness existing or committed for at the time of actual receipt of such notice by the Lender, or as to anyrenewals, extensions and refinancings thereof. If there be more than one Undersigned, such revocation shall beeffective only as to the one so revoking. The death or incompetence of the Undersigned shall not revoke thisguaranty, except upon actual receipt of written notice thereof by Lender and then only as to the decedent or theincompetent and only prospectively, as to future transactions, as herein set forth.

If the Undersigned shall be dissolved, shall die, or shall be or become insolvent (however defined) or revokethis guaranty, then the Lender shall have the right to declare immediately due and payable, and the Undersignedwill forthwith pay to the Lender, the full amount of all Indebtedness, whether due and payable or unmatured. If theUndersigned voluntarily commences or there is commenced involuntarily against the Undersigned a case under theUnited States Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or unmatured, shallbe immediately due and payable without demand or notice thereof.

(if unlimited or if no amount is stated, the Undersigned shall be liable for all Indebtedness, without any limitation asto amount), plus accrued interest thereon and all other costs, fees, and expenses agreed to be paid under allagreements evidencing the Indebtedness and securing the payment of the Indebtedness, and all attorneys' fees,collection costs and enforcement expenses referable thereto. Indebtedness may be created and continued in anyamount, whether or not in excess of such principal amount, without affecting or impairing the liability of theUndersigned hereunder. The Lender may apply any sums received by or available to Lender on account of theIndebtedness from Borrower or any other person (except the Undersigned), from their properties, out of anycollateral security or from any other source to payment of the excess. Such application of receipts shall not reduce,affect or impair the liability of the Undersigned hereunder. If the liability of the Undersigned is limited to a statedamount pursuant to this paragraph 4, any payment made by the Undersigned under this guaranty shall be effectiveto reduce or discharge such liability only if accompanied by a written transmittal document, received by the Lender,advising the Lender that such payment is made under this guaranty for such purpose.

The Undersigned will pay or reimburse Lender for all costs and expenses (including reasonable attorneys' feesand legal expenses) incurred by Lender in connection with the protection, defense or enforcement of this guarantyin any litigation or bankruptcy or insolvency proceedings.

;.

This guaranty is unsecured; secured by a mortgage or security agreement datedsecured by

IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned the day and year first abovewritten.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to in-duce

The liability of the Undersigned hereunder shall be limited to a principal amount of $

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1.

This guaranty includes the additional provisions on 2, all of which are made a part hereof.

2.

3.

5.

4.

page

"Undersigned" shall refer to all persons who sign this guaranty, severally and jointly.

(City) (State)

Bankers Systems, Inc., St. Cloud, MN 56301 9/7/2005 (For Corporate Guarantor use M-250) (page 1 of 2)FORM M-240- 89

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ADDITIONAL PROVISIONS

Whether or not any existing relationship between the Undersigned and Borrower has been changed or endedand whether or not this guaranty has been revoked, Lender may, but shall not be obligated to, enter intotransactions resulting in the creation or continuance of Indebtedness, without any consent or approval by theUndersigned and without any notice to the Undersigned. The liability of the Undersigned shall not be affected orimpaired by any of the following acts or things (which Lender is expressly authorized to do, omit or suffer fromtime to time, both before and after revocation of this guaranty, without notice to or approval by the Undersigned):(i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all Indebtedness;(ii) any one or more extensions or renewals of Indebtedness (whether or not for longer than the original period) orany modification of the interest rates, maturities or other contractual terms applicable to any Indebtedness; (iii) anywaiver, adjustment, forbearance, compromise or indulgence granted to Borrower, any delay or lack of diligence inthe enforcement of Indebtedness, or any failure to institute proceedings, file a claim, give any required notices orotherwise protect any Indebtedness; (iv) any full or partial release of, settlement with, or agreement not to sue,Borrower or any other guarantor or other person liable in respect of any Indebtedness; (v) any discharge of anyevidence of Indebtedness or the acceptance of any instrument in renewal thereof or substitution therefor; (vi) anyfailure to obtain collateral security (including rights of setoff) for Indebtedness, or to see to the proper or sufficientcreation and perfection thereof, or to establish the priority thereof, or to protect, insure, or enforce any collateralsecurity; or any release, modification, substitution, discharge, impairment, deterioration, waste, or loss of anycollateral security; (vii) any foreclosure or enforcement of any collateral security; (viii) any transfer of anyIndebtedness or any evidence thereof; (ix) any order of application of any payments or credits upon Indebtedness;(x) any election by the Lender under §1111(b)(2) of the United States Bankruptcy Code.

This guaranty shall be enforceable against each person signing this guaranty, even if only one person signsand regardless of any failure of other persons to sign this guaranty. If there be more than one signer, allagreements and promises herein shall be construed to be, and are hereby declared to be, joint and several in eachof every particular and shall be fully binding upon and enforceable against either, any or all the Undersigned. Thisguaranty shall be effective upon delivery to Lender, without further act, condition or acceptance by Lender, shall bebinding upon the Undersigned and the heirs, representatives, successors and assigns of the Undersigned and shallinure to the benefit of Lender and its participants, successors and assigns. Any invalidity or unenforceability of anyprovision or application of this guaranty shall not affect other lawful provisions and application hereof, and to thisend the provisions of this guaranty are declared to be severable. Except as authorized by the terms herein, thisguaranty may not be waived, modified, amended, terminated, released or otherwise changed except by a writingsigned by the Undersigned and Lender. This guaranty shall be governed by the laws of the State in which it isexecuted. The Undersigned waives notice of Lender's acceptance hereof.

The Undersigned waives any and all defenses, claims and discharges of Borrower, or any other obligor,pertaining to Indebtedness, except the defense of discharge by payment in full. Without limiting the generality ofthe foregoing, the Undersigned will not assert, plead or enforce against Lender any defense of waiver, release,statute of limitations, res judicata, statute of frauds, fraud, incapacity, minority, usury, illegality or unenforceabilitywhich may be available to Borrower or any other person liable in respect of any Indebtedness, or any setoffavailable against Lender to Borrower or any such other person, whether or not on account of a related transaction.The Undersigned expressly agrees that the Undersigned shall be and remain liable, to the fullest extent permitted byapplicable law, for any deficiency remaining after foreclosure of any mortgage or security interest securingIndebtedness, whether or not the liability of Borrower or any other obligor for such deficiency is dischargedpursuant to statute or judicial decision. The Undersigned shall remain obligated, to the fullest extent permitted bylaw, to pay such amounts as though the Borrower's obligations had not been discharged.

The Undersigned further agrees that the Undersigned shall be and remain obligated to pay Indebtedness eventhough any other person obligated to pay Indebtedness, including Borrower, has such obligation discharged inbankruptcy or otherwise discharged by law. "Indebtedness" shall include post-bankruptcy petition interest andattorneys' fees and any other amounts which Borrower is discharged from paying or which do not otherwise accrueto Indebtedness due to Borrower's discharge, and the Undersigned shall remain obligated to pay such amounts asthough Borrower's obligations had not been discharged.

Until the obligations of the Borrower to Lender have been paid in full, the Undersigned waives any claim,remedy or other right which the Undersigned may now have or hereafter acquire against Borrower or any otherperson obligated to pay Indebtedness arising out of the creation or performance of the Undersigned's obligationunder this guaranty, including, without limitation, any right of subrogation, contribution, reimbursement,indemnification, exoneration, and any right to participate in any claim or remedy the Undersigned may have againstthe Borrower, collateral, or other party obligated for Borrower's debts, whether or not such claim, remedy or rightarises in equity, or under contract, statute or common law.

The Undersigned waives presentment, demand for payment, notice of dishonor or nonpayment, and protestof any instrument evidencing Indebtedness. Lender shall not be required first to resort for payment of theIndebtedness to Borrower or other persons or their properties, or first to enforce, realize upon or exhaust anycollateral security for Indebtedness, before enforcing this guaranty.

If any payment applied by Lender to Indebtedness is thereafter set aside, recovered, rescinded or required tobe returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of Borroweror any other obligor), the Indebtedness to which such payment was applied shall for the purposes of this guarantybe deemed to have continued in existence, notwithstanding such application, and this guaranty shall be enforceableas to such Indebtedness as fully as if such application had never been made.

The liability of the Undersigned under this guaranty is in addition to and shall be cumulative with all otherliabilities of the Undersigned to Lender as guarantor or otherwise, without any limitation as to amount, unless theinstrument or agreement evidencing or creating such other liability specifically provides to the contrary.

6.

13.

7.

8.

10.

11.

9.

12.

(page 2 of 2)

Bankers Systems, Inc., St. Cloud, MN 56301 9/7/2005 (For Corporate Guarantor use M-250)FORM M-240- 90

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GUARANTY

GUARANTOR NAME AND ADDRESS

Number

Amount

Date

LENDER NAME AND ADDRESS

performance of each and every debt, liability and obligation of every type and description which Borrower may now or at anytime hereafter owe to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, andwhether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated orunliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations (Indebtedness)). Without limitation,this Guaranty includes the following described debt(s):

Indebtedness Excludes:

.

The date of this Guaranty is .For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lender (with its

participants, successors and assigns), at its option, at any time or from time to time to make loans or extend other accommodations toor for the account of

(Borrower) or to engage in any other transactionswith Borrower, the Guarantor hereby absolutely and unconditionally guarantees to the Lender the full and prompt payment when due,whether at maturity or earlier by reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

The Guarantor guarantees to Lender the payment and performance of the debt, liability or obligation ofBorrower to Lender evidenced by or arising out of the following:

and any extensions, renewals or replacements thereof (Indebtedness).Except as this Guaranty may otherwise provide, the Guarantor guarantees to Lender the payment and

.

If Guarantor defaults, it authorizes any attorney to appear in a court of record and confessjudgment against it in favor of Lender. The confession of judgment may be without process and for any amount due on this Guarantyincluding collection costs and reasonable attorneys' fees.

By signing under seal, Guarantor agrees to the terms contained in this Guaranty (including those on page 2). Guarantoralso acknowledges receipt of a copy of this Guaranty.

Guarantor will be liable for $ of the principal amount of the Indebtedness outstanding atdefault and for all of the accrued interest, and the expenses of collection, enforcement or protection of Lender's rights andremedies under this Guaranty, including reasonable attorneys' fees.

Guarantor's liability will not exceed % of the Indebtedness outstanding at default and all of the accruedinterest, and the expenses of collection, enforcement or protection of Lender's rights and remedies under this Guaranty,including reasonable attorneys' fees.

the Guaranty is unsecured.secured by

.

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DATE.

INDEBTEDNESS.Specific Debts.

All Debts.

Exclusions.

SECURITY.

IL only CONFESSION OF JUDGMENT.

PA only WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all other remedies and rights availableto Lender, by signing below Guarantor irrevocably authorizes the prothonotary, clerk, or any attorney to appear in any court of recordhaving jurisdiction over this matter and to confess judgment against Guarantor at any time without stay of execution. Guarantorwaives notice, service of process and process. Guarantor agrees and understands that judgment may be confessed against Guarantorfor any unpaid principal, accrued interest and accrued charges due on this Note, plus collection costs and reasonable attorneys' fees upto 15 percent of the judgment. The exercise of the power to confess judgment will not exhaust this warrant of authority to confessjudgment and may be done as often as Lender elects. Guarantor further understands that Guarantor's property may be seized withoutprior notice to satisfy the debt owed. Guarantor knowingly, intentionally, and voluntarily waives any and all constitutional rightsGuarantor has to pre-deprivation notice and hearing under federal and state laws and fully understands the consequences of thiswaiver.

By signing immediately below, Guarantor agrees to the terms of the WARRANT OF AUTHORITY TO CONFESS JUDGMENT section.

SIGNATURES.

GUARANTOR:

(page 1 of 2)2001 Wolters Kluwer Financial Services - Bankers Systems 8/29/2006* Form M-250

Entity Name (Seal)

Name, Title (Seal)

Name, Title (Seal)

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ADDITIONAL PROVISIONS

statute of frauds, fraud, forgery, incapacity, minority, usury,illegality or unenforceability which may be available to Borrower orany other person liable in respect of any Indebtedness, or anysetoff available against the Lender to Borrower or any such otherperson, whether or not on account of a related transaction. TheGuarantor expressly agrees that the Guarantor will be liable, to thefullest extent permitted by applicable law, for any deficiencyremaining after foreclosure of any mortgage or security interestsecuring Indebtedness, whether or not the liability of Borrower orany other obligor for such deficiency is discharged pursuant tostatute or judicial decision. The Guarantor shall remain obligated,to the fullest extent permitted by law, to pay such amounts asthough Borrower's obligations had not been discharged.

The Guarantor further agree(s) that Guarantor will beobligated to pay Indebtedness even though any other personobligated to pay Indebtedness, including Borrower, has suchobligation discharged in bankruptcy or otherwise discharged bylaw. "Indebtedness" shall include post-bankruptcy petition interestand attorneys' fees and any other amounts which Borrower isdischarged from paying or which do not accrue to Indebtednessdue to Borrower's discharge, and Guarantor will be obligated topay such amounts as fully as if Borrower's obligations had notbeen discharged.

If any payment applied by the Lender to Indebtedness isthereafter set aside, recovered, rescinded or required to bereturned for any reason (including, without limitation, thebankruptcy, insolvency or reorganization of Borrower or any otherobligor), the Indebtedness to which such payment was applied willfor the purposes of this Guaranty be deemed to have continued inexistence, notwithstanding such application, and this Guaranty willbe enforceable as to such Indebtedness as fully as if suchapplication had never been made.

Until the obligations of the Borrower to Lender have beenpaid in full, the Guarantor waive(s) any claim, remedy or otherright which the Guarantor may now have or hereafter acquireagainst Borrower or any other person obligated to payIndebtedness arising out of the creation or performance of theGuarantor's obligation under this Guaranty, including, withoutlimitation, any right of subrogation, contribution, reimbursement,indemnification, exoneration or any right to participate in any claimor remedy the Guarantor may have against the Borrower,collateral, or other party obligated for Borrower's debt, whether ornot such claim, remedy, or right arises in equity, or undercontract, statute or common law.

Whether or not any existing relationship between theGuarantor and Borrower has been changed or ended and whetheror not this Guaranty has been revoked, the Lender may, but shallnot be obligated to, enter into transactions resulting in the creationor continuance of Indebtedness, without any consent or approvalby the Guarantor and without any notice to the Guarantor. Theliability of the Guarantor will not be affected or impaired by any ofthe following acts or things (which the Lender is expresslyauthorized to do, omit or suffer from time to time, both before andafter revocation of this Guaranty, without notice to or approval bythe Guarantor): (i) any acceptance of collateral security,Guarantors, accommodation parties or sureties for any or allIndebtedness; (ii) any one or more extensions or renewals ofIndebtedness (whether or not for longer than the original period) orany modification of the interest rates, maturities or othercontractual terms applicable to any Indebtedness; (iii) any waiver,adjustment, forbearance, compromise or indulgence granted toBorrower, any delay or lack of diligence in the enforcement ofIndebtedness, or any failure to institute proceedings, file a claim,give any required notices or otherwise protect any Indebtedness;(iv) any full or partial release of, settlement with, or agreement notto sue, Borrower or any other Guarantor or other person liable inrespect of any Indebtedness; (v) any discharge of any evidence ofIndebtedness or the acceptance of any instrument in renewalthereof or substitution therefor; (vi) any failure to obtain collateralsecurity (including rights of setoff) for Indebtedness, or to see tothe proper or sufficient creation and perfection thereof, or toestablish the priority thereof, or to protect, insure, or enforce anycollateral security; or any release, modification, substitution,discharge, impairment, deterioration, waste, or loss of anycollateral security; (vii) any foreclosure or enforcement of anycollateral security; (viii) any transfer of any Indebtedness or anyevidence thereof; (ix) any order of application of any payments orcredits upon Indebtedness; (x) any election by the Lender under§1111(b)(2) of the United States Bankruptcy Code.

The Guarantor waives any and all defenses, claims anddischarges of Borrower, or any other obligor, pertaining toIndebtedness, except the defense of discharge by payment in full.Without limiting the generality of the foregoing, the Guarantor willnot assert, plead or enforce against the Lender any defense ofwaiver, release, estoppel, statute of limitations, res judicata,

The Guarantor waives presentment, demand for payment,notice of dishonor or nonpayment, and protest of any instrumentevidencing Indebtedness. The Lender will not be required first toresort for payment of the Indebtedness to Borrower or otherpersons or their properties, or first to enforce, realize upon orexhaust any collateral security for Indebtedness, before enforcingthis Guaranty.

The liability of the Guarantor under this Guaranty is inaddition to and is cumulative with all other liabilities of theGuarantor to the Lender as Guarantor or otherwise, without anylimitation as to amount, unless the instrument or agreementevidencing or creating such other liability specifically provides tothe contrary.

To induce Lender to enter into the Loan, Guarantor makesthese representations and warranties for as long as Guaranty is ineffect. Guarantor is duly organized, validly existing and in goodstanding under the laws in the jurisdiction where Guarantor wasorganized and is duly qualified, validly existing and in goodstanding in all jurisdictions in which Guarantor operates orGuarantor owns or leases property. Guarantor has the power andauthority to enter into this transaction and to carry on Guarantor'sbusiness or activity as now conducted. The execution, deliveryand performance of this Guaranty and the obligation evidenced bythis Guaranty are within Guarantor's duly authorized powers; havereceived all necessary governmental approval; will not violate anyprovision of law or order of court or governmental agency; and willnot violate any agreement to which Guarantor is a party or towhich Guarantor is or any of Guarantor's property is subject.Other than previously disclosed in writing to Lender, Guarantor hasnot changed Guarantor's name or principal place of businesswithin the last ten years and has not used any other trade orfictitious name. Without Lender's prior written consent, Guarantordoes not and will not use any other name and will preserveGuarantor's existing name, trade names and franchises. Guarantorowns or leases all property that Guarantor needs to conductGuarantor's business and activities. All of Guarantor's property isfree and clear of all liens, security interests, encumbrances andother adverse claims and interests, except those Lender previouslyagreed to in writing. Guarantor is not violating any laws,regulations, rules, orders, judgments or decrees applicable toGuarantor or Guarantor's property, except for those that Guarantoris challenging in good faith through proper proceedings afterproviding adequate reserves to fully pay the claim and itschallenge should Guarantor lose.

This Guaranty is effective upon delivery to the Lender,without further act, condition or acceptance by the Lender. It willbe binding upon the Guarantor and the successors and assigns ofthe Guarantor and will inure to the benefit of the Lender and itsparticipants, successors and assigns. If there be more than oneGuarantor, all agreements and promises herein shall be construedto be, and are hereby declared to be, joint and several in each andevery particular and shall be fully binding upon and enforceableagainst either, any or all the Guarantors. Any invalidity orunenforceability of any provision or application of this Guarantywill not affect other lawful provisions and application hereof, andto this end the provisions of this Guaranty are declared to beseverable. Except as allowed by the terms herein, this Guarantymay not be waived, modified, amended, terminated, released orotherwise changed except by a writing signed by the Guarantorand the Lender. This Guaranty shall be governed by the laws ofthe State in which it is executed. The Guarantor waives notice ofthe Lender's acceptance hereof.

The Guarantor further acknowledges and agrees with Lenderthat:

No act or thing need occur to establish the liability of theGuarantor hereunder, and no act or thing, except full payment anddischarge of all Indebtedness, shall in any way exonerate theGuarantor or modify, reduce, limit or release the liability of theGuarantor hereunder.

This is an absolute, unconditional and continuing Guaranty ofpayment of the Indebtedness and will continue to be enforceableagainst the Guarantor, whether or not all Indebtedness is paid infull, until this Guaranty is revoked by written notice actuallyreceived by the Lender. Any revocation shall not be effective as toany Indebtedness existing or committed to at the time of actualreceipt of notice by the Lender, or as to any renewals, extensionsand refinancings thereof.

The Guarantor represents and warrants to the Lender that theGuarantor has a direct and substantial economic interest inBorrower and expects to derive substantial benefits therefrom andfrom any loans and financial accommodations resulting from thecreation of Indebtedness guaranteed hereby, and that thisGuaranty is given for a business purpose. The Guarantor agrees torely exclusively on its right to revoke this Guaranty prospectivelyas to future transactions by written notice actually received byLender if at any time the benefits then being received by theGuarantor in connection with this Guaranty are not sufficient towarrant its continuance as a Guarantor as to future Indebtedness.Accordingly, the Lender may rely conclusively on a continuingwarranty, hereby made, that the Guarantor continues to bebenefited by this Guaranty and that the Lender has no duty toinquire into or confirm the receipt of any benefits, and that thisGuaranty will be enforceable without regard to the receipt, natureor value of any such benefits.

If the Guarantor is dissolved or becomes insolvent, howeverdefined, or revokes this Guaranty, then the Lender has the right todeclare the full amount of all Indebtedness immediately due andpayable, and the Guarantor will forthwith pay the Lender. If theGuarantor voluntarily commences or there is commencedinvoluntarily against the Guarantor a case under the United StatesBankruptcy Code, the full amount of all Indebtedness, whetherdue and payable or unmatured, will become immediately due andpayable without demand or notice thereof.

The Guarantor will be liable for all Indebtedness, without anylimitation as to amount, plus accrued interest thereon and all othercosts, fees, and expenses agreed to be paid under all agreementsevidencing the Indebtedness and securing the payment of theIndebtedness, and all attorneys' fees, collection costs andenforcement expenses referable thereto. Indebtedness may becreated and continued in any amount, whether or not in excess ofsuch principal amount, without affecting or impairing the liability ofthe Guarantor hereunder. The Lender may apply any sumsreceived by or available to the Lender on account of theIndebtedness from Borrower or any other person (except theGuarantor), from their properties, out of any collateral security orfrom any other source to payment of the excess. Such applicationof receipts will not reduce, affect or impair the liability of theGuarantor hereunder. If the liability of the Guarantor is limitedpursuant to this paragraph 4, any payment made by the Guarantorunder this Guaranty will be effective to reduce or discharge itsliability only if accompanied by a written transmittal document,received by the Lender, advising that such payment is made underthis Guaranty for that purpose.

The Guarantor will pay or reimburse the Lender for all costsand expenses (including reasonable attorneys' fees and legalexpenses) incurred by the Lender in connection with theprotection, defense or enforcement of this Guaranty in anylitigation or bankruptcy or insolvency proceedings.

8.

9.

10.

6.

7.

11.

12.

13.

14.

1.

2.

3.

4.

5.

(page 2 of 2)

-2001 Wolters Kluwer Financial Services - Bankers Systems 8/29/2006* Form M-250

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Commercial Documents

The following documents are included in this section:

UN: Universal Promissory Note (Bank only)

MPN-CU: Multi-Purpose Note (Credit Union only)

SA-BUS: Commercial Security Agreement

LCA: Line of Credit Agreement

COMM-AGREE: Commercial Loan Agreement

COMM-NOTE: Commercial Loan Note

COMM-ADD-SA: Commercial Security Agreement

COMM-ADD-ABF: Asset Based Financing Agreement

COMM-DMOD: Commercial Debt Modification Agreement

CERT-9-INFO: Certification of Name and Address

DA: Disbursement Authorization

UCC-1-LAZ: National UCC Financing Statement (Model)

UCC-ADD-LAZ: Addendum—Uniform Commercial Code Financing Statements

UCC-3-LAZ: National UCC Financing Statement Amendment (Model)

UCC1-AUTH: Financing Statement Filing Authorization

BPA: Business Purpose Affidavit

BPS: Business Purpose Statement

ARBITRATE-LAZ: Arbitration Agreement

CTRL-DEP: Control Agreement for Deposit Accounts

SBA-ADD: Small Business Administration Lien Instrument Addendum

The historian, essentially, wants more documents than he can really use.

Henry James

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Loan Number

Date

Maturity Date

Loan Amount $

Renewal Of

I promise to pay you, at your address listed above, the sum of

Dollars $

I will receive all of the loan amount on . There will be no additional advances under this note.

The loan amount shown above is the maximum amount I can borrow under this note. On

I will receive $ and future principal advances are permitted.

The conditions for future advances are

You and I agree that I may borrow up to the maximum amount more than one time. All other conditions of this note apply

to this feature. This feature expires on .

You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions).

The purpose of this loan is

.

I agree to pay interest on the outstanding principal balance from at the rate of % per year until

This rate may then change as stated below.

I have received a copy on today's date.

.

The future rate will be the following index rate:

The future rate will not be subject to any internal or external index. It will be entirely in your control.

The rate on this note may change as often as .

During the term of this loan, the applicable annual interest rate will not be more than % or less than

%. The rate may not change more than % each .

A change in the interest rate will have the following effect on the payments:

The amount of each scheduled payment will change. The amount of the final payment will change.

.

A change in the interest rate will take effect .

Signature for Lender

You will calculate interest on a basis.

I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below:

If I make a payment more than days after it is due, I agree to pay a late charge of

In addition to interest, I agree to pay the following charges which are are not included in the principal

The interest rate and other charges for this loan are authorized by .

I agree to pay this note as follows:

I agree to pay accrued interest

I agree to pay the principal

I agree to pay this note in payments. The first payment will be $ and will be due

on the same fixed or variable rate basis in effect before maturity (as indicated above).

at a rate equal to .

.

.

. A payment of $ will be due

. The final payment of the entire unpaid balance

of principal and interest will be due .

amount above:

UNIVERSAL NOTE

This note is separately secured by (describe separatedocument by type and date):

BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS

PRINCIPAL

Single Advance:

Multiple Advance:

Conditions:

Open End Credit:

Closed End Credit:

PURPOSE:

INTEREST:

Variable Rate:

SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDINGTHOSE ON PAGE 2).

Index Rate:

No Index:

Frequency and Timing:

Limitations:

Effect of Variable Rate:

ACCRUAL METHOD:

POST MATURITY RATE:

LATE CHARGE:

ADDITIONAL CHARGES:

Authority:

PAYMENTS:

Interest:

Principal:

Installments:

ADDITIONAL TERMS:

SECURITY:

"I", "me" and "my" means each borrower above,together and separately.

"You" and "your" means the lender, its successorsand assigns.

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1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UN-MN 3/7/2002

(This section is for your internal use. Failure to list a separate security document does not mean theagreement will not secure this note.)

-(page 1 of 2)

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DATE OFTRANSACTION

PRINCIPALADVANCE

BORROWER'SINITIALS

(not required)

PRINCIPALPAYMENTS

PRINCIPALBALANCE

INTERESTRATE

INTERESTPAYMENTS

INTERESTPAID

THROUGH:

1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UN-MN 3/7/2002

%

%

%

%

%

%

%

%

%

%

%

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

If you are authorized to pay, on my behalf,charges I am obligated to pay (such as property insurance premiums),then you may treat those payments made by you as advances and addthem to the unpaid principal under this note. Or, you may demandimmediate payment of the charges.

You may set off any amount due and payable under this noteagainst any right I have to receive money from you.

"Right to receive money from you" means:(1)(2)

(3)"Any amount due and payable under this note" means the total

amount of which you are entitled to demand payment under the terms ofthis note at the time you set off. This total includes any balance the duedate for which you properly accelerate under this note.

If someone who has not agreed to pay this note also owns my right toreceive money from you, your set-off right will apply to my interest in theobligation, and to any other amounts I could withdraw on my sole requestor endorsement.

Your set-off right does not apply to an account or other obligationwhere my rights are only as a representative. It also does not apply toany Individual Retirement Account or other tax-deferred retirementaccount.

You will not be liable for the dishonor of any check when the dishonoroccurs because you set off this debt against one of my accounts. I willassume the liability and relieve you of all responsibility for any such claimthat occurs if you set off this debt against one of my accounts.

As used on page 1, " " means the terms that apply tothis loan. "I," "me" or "my" means each Borrower who signs this noteand each other person or legal entity (including guarantors, endorsers,and sureties) who agrees to pay this note (together referred to as "us")."You" or "your" means the Lender and its successors and assigns.

Minnesota law controls this note. Any term of thisnote which violates Minnesota law is not effective, unless the lawpermits you and me to agree to a variation.

If any provision of this agreement is unenforceable, the rest of theagreement remains in force. I may not change this agreement withoutyour express written consent. Time is of the essence in this agreement.

I understand and agree thatany insurance premiums paid to insurance companies as part of this notewill involve money retained by you or paid back to you as commissions orother remuneration.

In addition, I understand and agree that some other payments to thirdparties as part of this note may also involve money retained by you orpaid back to you as commissions or other remuneration.

You will apply each payment I make on this note first to anyamount I owe you for charges which are neither interest nor principal.You will apply the rest of each payment to any unpaid interest, and thento the unpaid principal. If you and I agree to a different application ofpayments, we will describe our agreement on this note.

I may prepay all or part of this loan without penalty unless we agree tosomething different on this note. Any partial prepayment I make will notexcuse or reduce any later scheduled payment until this note is paid in full(unless, when I make the prepayment, you and I agree in writing to thecontrary).

Interest accrues on the principal remaining unpaid from timeto time, until paid in full. If you give me my loan money in more than oneadvance, each advance will start to earn interest only when I receive it.

The interest rate in effect on this note at any time will apply to all themoney you advance at that time. Regardless of anything in this documentthat might imply otherwise, I will not pay and you will not charge a rateof interest that is higher than the maximum rate of interest you couldcharge under applicable law for the credit you give me (before or aftermaturity).

If you send any erroneous notice of interest, we mutually agree tocorrect it. If you collect more interest than the law and this agreementallow, you agree to refund it to me.

The index will serve only as a device for setting the rate onthis note. You do not guarantee by selecting this index, or the margin,that the rate on this note will be the same rate you charge on any otherloans or class of loans to me or other borrowers.

You will calculate the amount of interest I will payon this loan using the interest rate and accrual method on page 1 of thisnote. When calculating interest, you will use the accrual method todetermine the number of days in a "year." If you do not state an accrualmethod, you may use any reasonable accrual method to calculateinterest.

In deciding when the "Post Maturity Rate" (onpage 1) applies, "maturity" means: 1.) The date of the last scheduledpayment indicated on page 1 of this note, or; 2.) The date you acceleratepayment on the note, whichever is earlier.

If this is a single advance loan, you and Iexpect that you will make only one advance of principal. However, youmay add other amounts to the principal if you make any paymentsdescribed in the "PAYMENTS BY LENDER" paragraph below.

If this is a multiple advance loan, you and Iexpect that you will make more than one advance of principal. If this isclosed-end credit, I am not entitled to additional credit if I repay a part ofthe principal.

If I am giving you any realestate or a residence that is personal property, as security for this note, Ihave signed a separate security agreement. Default and your remedies fordefault are determined by applicable law and by the security agreement.Default and your remedies may also be determined by the "Default" and"Remedies" paragraphs below, to the extent they are not prohibited bylaw or contrary to the security agreement.

I will be in default if any of the following happen:(1) I fail to make a payment on time or in the amount due;(2) I fail to keep the property insured, if required;(3) I fail to pay, or keep any promise, on any debt or agreement I have

with you;(4) any other creditors of mine try to collect any debt I owe them

through court proceedings;(5) I die, am declared incompetent, make an assignment for the benefit

of creditors, or become insolvent (either because my liabilitiesexceed my assets or I am unable to pay my debts as they becomedue);

(6) I make any written statement or provide any financial informationthat is untrue or inaccurate when it was provided;

(7) I do or fail to do something which causes you to believe that youwill have difficulty collecting the amount I owe you;

(8) any collateral securing this note is used in a manner or for apurpose which threatens confiscation by a legal authority;

(9) I change my name or assume an additional name without firstnotifying you;

(10) I fail to plant, cultivate and harvest crops in due season;(11) any loan proceeds are used for a purpose that will contribute to

excessive erosion of highly erodible land, or to the conversion ofwetlands to produce an agricultural commodity, as explained in 7C.F.R. Part 1940, Subpart G, Exhibit M.

If I am in default on this note, you have, but are not limitedto, the following remedies:

(1)

(2)

(3)

(4)

(5)If you choose one of these remedies, you do not give up your right to

use any other remedy later. By waiving your right to declare an event tobe a default, you do not waive your right to later consider the event as adefault if it continues or happens again.

I will pay all costs ofcollection, replevin (an action for the recovery of property wrongfullytaken or detained), or any other or similar type of cost if I am in default.

In addition, if you hire an attorney to collect this note, I will payattorney's fees plus court costs (except where prohibited by law). To theextent permitted by the United States Bankruptcy Code, I will also paythe reasonable attorney's fees and costs you are charged to collect thisdebt as awarded by any court under the Bankruptcy Code's jurisdiction.

I give up my rights to require you to:(1)(2)(3)

I waive any defenses I have based on suretyship or impairment ofcollateral.

You may demand immediate payment of everything I owe underthis note;You may set off this debt against any right I have to the paymentof money from you, subject to the terms of the "SET-OFF"paragraph;You may demand security, additional security, or additional partiesto be obligated to pay this note as a condition for not using anyother remedy;You may refuse to make advances to me or allow me to makecredit purchases;You may use any remedy you have under state or federal law.

demand payment of amounts due (presentment);obtain official certification of nonpayment (protest);give notice that amounts due have not been paid (notice ofdishonor).

I must pay this note even if someone elsehas also agreed to pay it (by, for example, signing this form or a separateguarantee or endorsement).

You may sue me alone, anyone else obligated on this note, or anynumber of us together, to collect this note. You may do so without anynotice that it has not been paid (notice of dishonor).

You may, without notice, release any party to the agreement withoutreleasing any other party.

If you give up any of your rights, with or without notice, it will notaffect my duty to pay this note.

Any extension of new credit to any of us, or renewal of this note byall or less than all of us, will not release me from my duty to pay it. (Ofcourse, you are entitled to only one payment in full.) You may extend thisnote or the debt represented by this note, or any portion of the note ordebt, from time to time without limit or notice. You may do this withoutaffecting my liability for payment of the note.

I will not assign my obligation under this agreement without your priorwritten approval.

I will provide you, at your request, accurate,correct and complete financial statements or information you need.

Unless otherwise required by law, you will give any notice to meby delivering it or mailing it by first class mail to my last known address.My current address is on page 1. I will inform you in writing of anychange in my address. I will give any notice to you by mailing it first classto your address stated on page 1 of this agreement, or to any otheraddress you give me.

any deposit account balance I have with you;any money owed to me on an item presented to you or in yourpossession for collection or exchange; andany repurchase agreement or other nondeposit obligation.

PAYMENTS BY LENDER:

SET-OFF:

DEFINITIONS:

APPLICABLE LAW:

COMMISSIONS OR OTHER REMUNERATION:

PAYMENTS:

INTEREST:

INDEX RATE:

ACCRUAL METHOD:

POST MATURITY RATE:

SINGLE ADVANCE LOANS:

MULTIPLE ADVANCE LOANS:

REAL ESTATE OR RESIDENCE SECURITY:

DEFAULT:

REMEDIES:

COLLECTION COSTS AND ATTORNEY'S FEES:

WAIVER:

OBLIGATIONS INDEPENDENT:

FINANCIAL INFORMATION:

NOTICE:

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(page 2 of 2)

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1. PROMISE TO PAY AND PAYMENT TERMS

Single Advance.

Multiple Advance.

Conditions.

Open End Credit.

Closed End Credit.

VARIABLE RATE.

Index Rate.

No Index.

Frequency and Timing.

Limitations.

Effect of Variable Rate.

LATE CHARGE.

RETURNED PAYMENT FEE.

ADDITIONAL CHARGES.

ADDITIONAL TERMS.

PAYMENTS.

LENDER'S NAME AND ADDRESS BORROWER'S NAME AND ADDRESS

For value received, I promise to pay you the principal amount of $ , plus interest, accruing on the unpaid balance at

the rate of % per year from until . Interest accrues on a

basis. The purpose of this loan is .

I will receive all of this principal sum on . No additional advances are contemplated under

this note.

The principal sum shown above is the maximum amount of principal I can borrow under this note. On

I will receive the amount of $ and future principal advances are contemplated.

The conditions for future advances are

You and I agree that I may borrow up to the maximum amount of principal more than one time. This feature is

subject to all other conditions and expires on .

You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions).

The rate may then change as stated below.

The future rate will be the following index rate:

The future rate will not be subject to any internal or external index. It will be entirely in your control.

The rate on this note may change as often as .

A change in the interest rate will take effect .

During the term of this loan, the applicable annual interest rate will not be more than % or less than

%. The rate may not change more often than , and may not change more than

% each .

A change in the interest rate will have the following effect on the payments:

The amount of each scheduled payment will change. The amount of the final payment will change.

.

MULTI-PURPOSE NOTE

I will be charged a late charge on the portion of any payment not made within days after it is due equal to

.

I agree to pay a service charge of $ for each returned check or share draft, or

returned automatic payment request.

In addition to interest, I agree to pay the following charges which are are not included in the principal

amount above: .

I agree to pay this note as follows:

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(page 1 of 3)

Date

Mat. Date

Loan Amt. $

Renewal Of

Mem./Loan #

"You" means the Lender, its successors and assigns. "I" includes each Borrower above, jointly and severally.

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ACCRUAL METHOD.

COMMISSIONS OR OTHER REMUNERATION.

SINGLE ADVANCE LOANS.

MULTIPLE ADVANCE LOANS.

PAYMENTS BY LENDER.

SECURITY INTEREST IN ACCOUNTS.

DEFAULT.

3. ADDITIONAL TERMS OF THE LOAN AGREEMENT

REMEDIES.

ASSUMPTIONS.

WAIVERS AND CONSENT.

2. SECURITY

DEFINITIONS.

PAYMENTS.

PREPAYMENT.

INTEREST.

INDEX.

The amount of interest that I will pay on thisLoan Agreement will be calculated using the interest rate and accrualmethod stated. For interest calculation, the accrual method willdetermine the number of days in a year. If no accrual method isstated, then you may use any reasonable accrual method forcalculating interest.

I understand and agreethat some payments to third parties as a part of the Loan Agreementmay involve money retained by you or paid back to you ascommissions or other remuneration.

If this is a single advance loan, you and Iexpect that you will make only one advance of principal. However,you may add other amounts to the principal if you make any paymentsdescribed in the PAYMENTS BY LENDER section.

If this is a multiple advance loan, youand I expect that you will make more than one advance of principal,subject to the conditions of any separate agreement. If this is closedend credit, I am not entitled to additional credit if I repay a part of theprincipal.

If you are authorized to pay, on my behalf,charges I am obligated to pay (such as property insurance premiums),then you may treat those payments made by you as advances and addthem to the unpaid principal under this Loan Agreement. Or you maydemand immediate payment of the charges.

If an amount is entered on theRequired Balance area, I must maintain a balance in my Account(s)equal to the lesser of the Required Balance or the amount remainingunpaid on the secured debt. No joint owner, beneficiary, survivingspouse or representative of my estate receives any rights in myAccount(s) in the event of my death or incapacity until the secureddebt is paid in full.

The security interest will not attach to any Account where myrights arise only in a representative capacity, or to any IndividualRetirement Account or other tax-deferred retirement account. MyAccount(s) will not secure a debt created by a consumer credittransaction under a credit card plan. If any Account is jointly held, thissecurity interest will attach to that portion of the account balance inthe pledged Account(s) which I am authorized by law or agreement topledge by my signature alone.

I will be in default if any of the following occur: (1) I fail tomake a payment in full when due; (2) I make an assignment for thebenefit of creditors or become insolvent, either because my liabilitiesexceed my assets or I am unable to pay my debts as they becomedue; or, if this is a multiple advance loan and Lender has not yet madeall contemplated advances, I petition for protection under federal,state, or local bankruptcy, insolvency, or debtor relief laws, or am thesubject of a petition or action under such laws and fail to have thepetition or action dismissed within a reasonable period of time not toexceed 60 days; (3) I die or am declared legally incompetent; (4) Imerge, dissolve, reorganize, end my business or existence, or apartner or majority owner dies or is declared legally incompetent; (5) Ifail to perform any condition or to keep any promise or covenant ofthis Loan Agreement; (6) A default occurs under the terms of anyother transaction document, or I am in default on any other debt oragreement I have with you; (7) I make any verbal or written statementor provide any financial information that is untrue, inaccurate, orconceals a material fact at the time it is made or provided; (8) I fail tosatisfy or appeal any judgment against me; (9) I change my name orassume an additional name without notifying you before making sucha change; (10) I transfer all or a substantial part of my money orproperty; (11) Without first notifying you, there is a material change inmy business, including ownership, management, and financialconditions.

After I default, you may at your option do any one or moreof the following:(a)

(b)

(c)

(d)

(e)

By choosing any one or more of these remedies you do not give upyour right to use any other remedy. You do not waive a default if youchoose not to use a remedy. By electing not to use any remedy, youdo not waive your right to later consider the event a default and to useany remedies if the default continues or occurs again.

Someone buying the Property cannot assume theobligation. You may declare the entire balance of the Loan Agreementto be immediately due and payable upon the creation of, or contractfor the creation of, any lien, encumbrance, or transfer of the Property.This right is subject to the restrictions imposed by federal law (12 CFR591), as applicable.

To the extent not prohibited by law, Iwaive protest, presentment for payment, demand, notice ofacceleration, notice of intent to accelerate, and notice of dishonor. Inaddition, I, to the extent permitted by law, consent to certain actionsyou may take, and generally waive all defenses that may be availablebased on these actions or based on the status of a party to this LoanAgreement. You may renew or extend payments on this LoanAgreement, regardless of the number of such renewals or extensions.You may release any Borrower, endorser, guarantor, surety,accommodation maker, or any other co-signer. You may release,substitute, or impair any Property securing this Loan Agreement. You,

You have certain rights that may affect my property.

(a) For value received, I assign and give to you a security interest in all my Account(s) or

Account(s). The amount of my Required Balance is $ .

(b) This loan is secured by , dated .

As used in this Loan Agreement, " " means termsthat apply to this Loan Agreement. "Loan Agreement" refers to thistransaction generally, including obligations and duties arising from theterms of all documents prepared or submitted for this transaction,such as applications, security agreements, or notes. The pronouns "I,""me" and "my" refer to each Borrower signing this Loan Agreement,individually and together with their heirs, successors and assigns, andeach other person or legal entity (including guarantors, endorsers, andsureties) who agrees to pay this Loan Agreement. "You" and "your"refer to the Lender, with its participants or syndicators, successorsand assigns, or any person or company that acquires an interest in theLoan Agreement. Property means any property, real, personal, orintangible, that secures my performance of the obligation of this LoanAgreement. "Account" means any and all share or deposit accountsheld by you and includes, but is not limited to, accounts such asshare, share draft, checking and term share accounts, includingrenewals and substitutions of the accounts. "Required Balance"means the amount of funds I must maintain in my Account(s) tosecure this Loan Agreement.

Each payment I make on this Loan Agreement will beapplied first to any charges I owe other than principal and interest,then to interest that is due, and finally to principal that is due. If youand I agree to a different application of payments, we will describe ouragreement on this Loan Agreement. The actual amount of my finalpayment will depend on the interest rates (if variable) and my paymentrecord.

I may prepay this Loan Agreement in whole or in partat any time. Any partial prepayment will not excuse any laterscheduled payments until I pay in full (unless, when I make theprepayment, you and I agree in writing to the contrary).

Interest will accrue on the unpaid principal balance untilpaid in full. If "Variable Rate" is checked, I will pay interest at therates in effect from time to time. Decreases in the interest rate for thisLoan Agreement will have the opposite effect on payments thatincreases would have. The interest rate(s) and other charges on thisLoan Agreement will never exceed the highest rate or charge allowedby law for this loan. If the amount collected is found to exceed thehighest rate or charge allowed, you will refund an amount necessaryto comply with the law. You will figure a change in the interest rate byusing the index rate in effect at the time the interest rate is to change.Changes in the index between scheduled changes in the interest ratewill not affect the interest rate.

If you and I have agreed that the interest rate on this LoanAgreement will be variable and will be related to an index, then theindex you select will function only as a tool for setting the rate on thisnote. You do not guaranty, by selecting any index, that the interestrate on this note will be the same rate you charge on any other loan orclass of loans you make to me or any other borrower. If this index isno longer available, you will substitute a similar index. You will giveme notice of your choice.

Make all or any part of the amount owing by the terms of this LoanAgreement due;Use any and all remedies you have under state or federal law, or inany instrument securing this Loan Agreement;Make a claim for any and all insurance benefits or refunds that maybe available on my default;Make amounts advanced on my behalf due and add those amountsto the balance owing under the terms of this Loan Agreement; orTerminate my rights to obtain advances or other extensions ofcredit by any of the methods provided in this Loan Agreement.

1984, 1991, 1994, 2000 Bankers Systems, Inc., St. Cloud, MN Form MPN-CU-MN 3/19/2001-

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enforce the statutory lien on my shares and dividends to the extent ofany sums due and payable under the terms of this Loan Agreementthat I fail to satisfy.

Your set-off and statutory lien rights do not apply to an account orother obligation where my rights arise only in a representativecapacity. They also do not apply to any Individual Retirement Accountor other tax-deferred retirement account.

You will not be liable for the dishonor of any check or share draftwhen the dishonor occurs because you set-off against any of myaccounts, or exercised your statutory lien rights. I agree to hold youharmless (generally, I assume all liability and relieve you of allresponsibility) from any such claims arising as a result of your exerciseof your right of set-off or statutory lien rights.

I have the right andauthority to enter into this Loan Agreement. The execution anddelivery of this Loan Agreement will not violate any agreementgoverning me or to which I am a party.

Any present or future agreement securing anyother debt I owe you also will secure the payment of this LoanAgreement. Property securing another debt will not secure this loan ifsuch property is my principal dwelling and you fail to provide anyrequired notice of right of rescission. Also, property securing anotherdebt will not secure this loan to the extent such property is inhousehold goods.

If two or more Borrowers sign this LoanAgreement, we are liable to repay jointly and severally. This LoanAgreement is the complete and final expression of the agreement andmay not be amended or modified by oral agreement. If any provisionof this Loan Agreement is unenforceable, then the unenforceableprovision will be severed and the remaining provisions will beenforceable. This Loan Agreement is governed by the bylaws of thisCredit Union and the laws of Minnesota, the United States of America,and to the extent required, by the laws of the jurisdiction where theProperty is located.

Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to my last known address.Notice to one party will be deemed to be notice to all parties. I willprovide you any financial statement or information you request. Allfinancial statements and information I give you will be correct andcomplete.

I agree to sign, deliver, and file any additional documents orcertifications that you may consider necessary to perfect, continue,and preserve my obligations under this Loan Agreement and toconfirm your lien status on any Property. Time is of the essence.

Signed For Lender

Title

(Optional)

or any institution participating in this Loan Agreement, may invokeyour right of set-off. You may enter into any sales, repurchases, orparticipations of this Loan Agreement to any person in any amountsand I waive notice of such sales, repurchases, or participations. Iagree that any of us signing this Loan Agreement as Borrower isauthorized to modify the terms of this Loan Agreement or anyinstrument securing, guarantying, or relating to this Loan Agreement. Iwaive all claims for loss or damage caused by your acts or omissionswhere you acted reasonably and in good faith.

On or afterDefault, to the extent permitted by law, I agree to pay all reasonableexpenses of collection, enforcement, or protection of your rights andremedies under this Loan Agreement. Expenses include, but are notlimited to, attorneys' fees, court costs, and other legal expenses.These expenses are due and payable immediately. If not paidimmediately, these expenses will bear interest from the date ofpayment until paid in full at the rate provided in the terms of this LoanAgreement. All fees and expenses will be secured by the Property Ihave granted you, if any. To the extent permitted by the United StatesBankruptcy Code, I agree to pay the reasonable attorneys' fees youincur to collect this debt as awarded by any court exercisingjurisdiction under the Bankruptcy Code.

You may use the right of set-off. This means you mayset-off any amount due and payable under the terms of this LoanAgreement against any right I have to receive money from you. Myright to receive money from you includes any deposit or share accountbalance I have with you; any money owed to me on an item presentedto you or in your possession for collection or exchange; and anyrepurchase agreement or other non-deposit obligation. "Any amountdue and payable under the terms of this Loan Agreement" means thetotal amount to which you are entitled to demand payment under theterms of this Loan Agreement at the time you set-off.

Subject to any other written contract, if my right to receive moneyfrom you is also owned by someone who has not agreed to pay thisLoan Agreement, your right of set-off will be limited to myproportionate interest in the obligation. In the absence of reasonableproof of net contributions, my proportionate interest equals theamount of such obligation divided equally by all parties having presentrights to receive such money.

In addition, you may also have rights under a "statutory lien." A"statutory lien" means your right under state or federal law toestablish a right in, or claim to, my shares and dividends to the extentof any outstanding financial obligations that I have with you. If youhave a statutory lien, you may without further notice, impress and

WARRANTIES AND REPRESENTATIONS.

OTHER SECURITY.

GENERAL PROVISIONS.

COLLECTION EXPENSES AND ATTORNEYS' FEES.

SET-OFF.

4. SIGNATURES

By signing, I agree to the terms contained in this Loan Agreement. I also acknowledge receipt of a copy of this Loan Agreement on today's date.

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SECURED PARTYDEBTOR

SIGNATURES.

DEBTOR NAME AND ADDRESS SECURED PARTY NAME AND ADDRESS

Accounts and Other Rights to Payment:

Inventory:

Equipment:

Instruments and Chattel Paper:

General Intangibles:

Documents:Farm Products and Supplies:

Government Payments and Programs:

Investment Property:

Deposit Accounts:Specific Property Description:

SECURED DEBTS.

Specific Debts.

All Debts.

SECURITY INTEREST.

PROPERTY DESCRIPTION.

USE OF PROPERTY.

Type: individual partnership corporationState of organization/registration (if applicable)

If checked, refer to addendum for additional Debtors and signatures.

Debtor agrees to the terms on pages 1 and 2 of this Agreement and acknowledges receipt of a copy of this Agreement.

All rights to payment, whether or not earned by performance, including, but not limited to, paymentfor property or services sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) which Debtormay have by law or agreement against any account debtor or obligor of Debtor.

All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are rawmaterials, work in process, or materials used or consumed in Debtor's business.

All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machineryand equipment, shop equipment, office and record keeping equipment, parts, and tools. The Property includes any equipment described in alist or schedule Debtor gives to Secured Party, but such a list is not necessary to create a valid security interest in all of Debtor's equipment.

All instruments, including negotiable instruments and promissory notes and any other writings or recordsthat evidence the right to payment of a monetary obligation, and tangible and electronic chattel paper.

All general intangibles including, but not limited to, tax refunds, patents and applications for patents, copyrights,trademarks, trade secrets, goodwill, trade names, customer lists, permits and franchises, payment intangibles, computer programs and allsupporting information provided in connection with a transaction relating to computer programs, and the right to use Debtor's name.

All documents of title including, but not limited to, bills of lading, dock warrants and receipts, and warehouse receipts.All farm products including, but not limited to, all poultry and livestock and their young, along with their

produce, products, and replacements; all crops, annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines, andother supplies used or produced in Debtor's farming operations.

All payments, accounts, general intangibles, and benefits including, but not limited to, payments inkind, deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance and diversion payments,production flexibility contracts, and conservation reserve payments under any preexisting, current, or future federal or state government program.

All investment property including, but not limited to, certificated securities, uncertificated securities, securitiesentitlements, securities accounts, commodity contracts, commodity accounts, and financial assets.

All deposit accounts including, but not limited to, demand, time, savings, passbook, and similar accounts.The Property includes, but is not limited by, the following (if required, provide real estate description):

debt is unrelated to or of a different type than the current debt. Nothing in this Agreement is a commitment to make future loans or advances.

Property described in this Agreement that Debtor owns or has sufficient rights in which to transfer an interest, now or in the future, wherever theProperty is or will be located, and all proceeds and products of the Property. "Property" includes all parts, accessories, repairs, replacements,improvements, and accessions to the Property; any original evidence of title or ownership; and all obligations that support the payment orperformance of the Property. "Proceeds" includes anything acquired upon the sale, lease, license, exchange, or other disposition of the Property;any rights and claims arising from the Property; and any collections and distributions on account of the Property. This Agreement remains in effectuntil terminated in writing, even if the Secured Debts are paid and Secured Party is no longer obligated to advance funds to Debtor or Borrower.

The date of this Commercial Security Agreement (Agreement) is .This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and

performance of the following described Secured Debts that (check one) Debtor(Borrower) owes to Secured Party:

The following debts and all extensions, renewals, refinancings, modifications, and replacements (describe):

All present and future debts, even if this Agreement is not referenced, the debts are also secured by other collateral, or the future

To secure the payment and performance of the Secured Debts, Debtor gives Secured Party a security interest in all of the

The Property is described as follows:

The Property will be used for personal business agricultural purposes.

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COMMERCIAL SECURITY AGREEMENT

-2000 Bankers Systems, Inc., St. Cloud, MN Form SA-BUS 7/24/2001 (page 1 of 2)

__________________________________________ __________________________________________

__________________________________________

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-2000 Bankers Systems, Inc., St. Cloud, MN Form SA-BUS 7/24/2001

DEFAULT.

REMEDIES.

WAIVER.

NOTICE AND ADDITIONAL DOCUMENTS.

DUTIES TOWARD PROPERTY.

PERFECTION OF SECURITY INTEREST.

GENERAL PROVISIONS.

APPLICABLE LAW.

NAME AND LOCATION.

WARRANTIES AND REPRESENTATIONS.

INSURANCE.

AUTHORITY TO PERFORM.

PURCHASE MONEY SECURITY INTEREST.

Debtor will be in default if:(1)

(2)

(3)

(4)

After Debtor defaults, and after Secured Party gives anylegally required notice and opportunity to cure the default, Secured Partymay at Secured Party's option do any one or more of the following:(1)

(2)

(3)

(4)

If Secured Party repossesses the Property or enforces the obligations of anaccount debtor, Secured Party may keep or dispose of the Property asprovided by law. Secured Party will apply the proceeds of any collectionor disposition first to Secured Party's expenses of enforcement, whichincludes reasonable attorneys' fees and legal expenses to the extent notprohibited by law, and then to the Secured Debts. Debtor (or Borrower, ifnot the same) will be liable for the deficiency, if any.By choosing any one or more of these remedies, Secured Party does notgive up the right to use any other remedy. Secured Party does not waive adefault by not using a remedy.

Debtor waives all claims for damages caused by SecuredParty's acts or omissions where Secured Party acts in good faith.

Where notice isrequired, Debtor agrees that 10 days prior written notice will bereasonable notice to Debtor under the Uniform Commercial Code. Noticeto one party is notice to all parties. Debtor agrees to sign, deliver, and fileany additional documents and certifications Secured Party considersnecessary to perfect, continue, or preserve Debtor's obligations under thisAgreement and to confirm Secured Party's lien status on the Property.

Debtor is duly organized and validly existing in all jurisdictions inwhich Debtor does business;the execution and performance of the terms of this Agreement havebeen duly authorized, have received all necessary governmentalapproval, and will not violate any provision of law or order;other than previously disclosed to Secured Party, Debtor has notchanged Debtor's name or principal place of business within the last10 years and has not used any other trade or fictitious name; andDebtor does not and will not use any other name without SecuredParty's prior written consent.

Debtor will protect the Property andSecured Party's interest against any competing claim. Except as otherwiseagreed, Debtor will keep the Property in Debtor's possession at theaddress indicated on page 1 of this Agreement. Debtor will keep theProperty in good repair and use the Property only for purposes specifiedon page 1. Debtor will not use the Property in violation of any law andwill pay all taxes and assessments levied or assessed against the Property.Secured Party has the right of reasonable access to inspect the Property,including the right to require Debtor to assemble and make the Propertyavailable to Secured Party. Debtor will immediately notify Secured Partyof any loss or damage to the Property. Debtor will prepare and keepbooks, records, and accounts about the Property and Debtor's business, towhich Debtor will allow Secured Party reasonable access.Debtor will not sell, offer to sell, license, lease, or otherwise transfer orencumber the Property without Secured Party's prior written consent. Anydisposition of the Property will violate Secured Party's rights, unless theProperty is inventory sold in the ordinary course of business at fairmarket value. If the Property includes chattel paper or instruments, eitheras original collateral or as proceeds of the Property, Debtor will recordSecured Party's interest on the face of the chattel paper or instruments.If the Property includes accounts, Debtor will not settle any account forless than the full value, dispose of the accounts by assignment, or makeany material change in the terms of any account without Secured Party'sprior written consent. Debtor will collect all accounts in the ordinarycourse of business, unless otherwise required by Secured Party. Debtorwill keep the proceeds of the accounts, and any goods returned to Debtor,in trust for Secured Party and will not commingle the proceeds orreturned goods with any of Debtor's other property. Secured Party has theright to require Debtor to pay Secured Party the full price on any returneditems. Secured Party may require account debtors to make paymentsunder the accounts directly to Secured Party. Debtor will deliver theaccounts to Secured Party at Secured Party's request. Debtor will giveSecured Party all statements, reports, certificates, lists of account debtors(showing names, addresses, and amounts owing), invoices applicable toeach account, and any other data pertaining to the accounts as SecuredParty requests.If the Property includes farm products, Debtor will provide Secured Partywith a list of the buyers, commission merchants, and selling agents to orthrough whom Debtor may sell the farm products. Debtor authorizesSecured Party to notify any additional parties regarding Secured Party'sinterest in Debtor's farm products, unless prohibited by law. Debtoragrees to plant, cultivate, and harvest crops in due season. Debtor will bein default if any loan proceeds are used for a purpose that will contributeto excessive erosion of highly erodible land or to the conversion ofwetland to produce or to make possible the production of an agriculturalcommodity, further explained in 7 CFR Part 1940, Subpart G, Exhibit M.If Debtor pledges the Property to Secured Party (delivers the Property intothe possession or control of Secured Party or a designated third party),Debtor will, upon receipt, deliver any proceeds and products of theProperty to Secured Party. Debtor will provide Secured Party with anynotices, documents, financial statements, reports, and other informationrelating to the Property Debtor receives as the owner of the Property.

Debtor authorizes SecuredParty to file a financing statement covering the Property. Debtor willcomply with, facilitate, and otherwise assist Secured Party in connectionwith obtaining possession or control over the Property for purposes ofperfecting Secured Party's interest under the Uniform Commercial Code.

Debtor (or Borrower, if not the same) fails to make a payment in fullwhen due;Debtor fails to perform any condition or keep any covenant on this orany debt or agreement Debtor has with Secured Party;a default occurs under the terms of any instrument or agreementevidencing or pertaining to the Secured Debts;anything else happens that either causes Secured Party to reasonablybelieve that Secured Party will have difficulty in collecting theSecured Debts or significantly impairs the value of the Property.

make all or any part of the Secured Debts immediately due and accrueinterest at the highest post-maturity interest rate;require Debtor to gather the Property and make it available to SecuredParty in a reasonable fashion;enter upon Debtor's premises and take possession of all or any part ofDebtor's property for purposes of preserving the Property or its valueand use and operate Debtor's property to protect Secured Party'sinterest, all without payment or compensation to Debtor;use any remedy allowed by state or federal law, or provided in anyagreement evidencing or pertaining to the Secured Debts.

Each Debtor's obligations under thisAgreement are independent of the obligations of any other Debtor.Secured Party may sue each Debtor individually or together with anyother Debtor. Secured Party may release any part of the Property andDebtor will remain obligated under this Agreement. The duties andbenefits of this Agreement will bind the successors and assigns of Debtorand Secured Party. No modification of this Agreement is effective unlessmade in writing and signed by Debtor and Secured Party. Whenever used,the plural includes the singular and the singular includes the plural. Timeis of the essence.

This Agreement is governed by the laws of thestate in which Secured Party is located. In the event of a dispute, theexclusive forum, venue, and place of jurisdiction will be the state in whichSecured Party is located, unless otherwise required by law. If anyprovision of this Agreement is unenforceable by law, the unenforceableprovision will be severed and the remaining provisions will still beenforceable.

Debtor's name indicated on page 1 isDebtor's exact legal name. If Debtor is an individual, Debtor's address isDebtor's principal residence. If Debtor is not an individual, Debtor'saddress is the location of Debtor's chief executive offices or sole place ofbusiness. If Debtor is an entity organized and registered under state law,Debtor has provided Debtor's state of registration on page 1. Debtor willprovide verification of registration and location upon Secured Party'srequest. Debtor will provide Secured Party with at least 30 days noticeprior to any change in Debtor's name, address, or state of organization orregistration.

Debtor has the right,authority, and power to enter into this Agreement. The execution anddelivery of this Agreement will not violate any agreement governingDebtor or Debtor's property, or to which Debtor is a party. Debtor makesthe following warranties and representations which continue as long asthis Agreement is in effect:(1)

(2)

(3)

(4)

Debtor owns all of the Property, and Secured Party's claim to theProperty is ahead of the claims of any other creditor, except as otherwiseagreed and disclosed to Secured Party prior to any advance on theSecured Debts. The Property has not been used for any purpose thatwould violate any laws or subject the Property to forfeiture or seizure.

Debtor agrees to keep the Property insured against therisks reasonably associated with the Property until the Property is releasedfrom this Agreement. Debtor will maintain this insurance in the amountsSecured Party requires. Debtor may choose the insurance company,subject to Secured Party's approval, which will not be unreasonablywithheld. Debtor will have the insurance provider name Secured Party asloss payee on the insurance policy. Debtor will give Secured Party andthe insurance provider immediate notice of any loss. Secured Party mayapply the insurance proceeds toward the Secured Debts. Secured Partymay require additional security as a condition of permitting any insuranceproceeds to be used to repair or replace the Property. If Secured Partyacquires the Property in damaged condition, Debtor's rights to anyinsurance policies and proceeds will pass to Secured Party to the extent ofthe Secured Debts. Debtor will immediately notify Secured Party of thecancellation or termination of insurance. If Debtor fails to keep theProperty insured, or fails to provide Secured Party with proof ofinsurance, Secured Party may obtain insurance to protect Secured Party'sinterest in the Property. The insurance may include coverages notoriginally required of Debtor, may be written by a company other thanone Debtor would choose, and may be written at a higher rate thanDebtor could obtain if Debtor purchased the insurance.

Debtor authorizes Secured Party to doanything Secured Party deems reasonably necessary to protect theProperty and Secured Party's interest in the Property. If Debtor fails toperform any of Debtor's duties under this Agreement, Secured Party isauthorized, without notice to Debtor, to perform the duties or cause themto be performed. These authorizations include, but are not limited to,permission to pay for the repair, maintenance, and preservation of theProperty and take any action to realize the value of the Property. SecuredParty's authority to perform for Debtor does not create an obligation toperform, and Secured Party's failure to perform will not preclude SecuredParty from exercising any other rights under the law or this Agreement.If Secured Party performs for Debtor, Secured Party will use reasonablecare. Reasonable care will not include any steps necessary to preserverights against prior parties or any duty to take action in connection withthe management of the Property.If Secured Party comes into possession of the Property, Secured Party willpreserve and protect the Property to the extent required by law. SecuredParty's duty of care with respect to the Property will be satisfied ifSecured Party exercises reasonable care in the safekeeping of the Propertyor in the selection of a third party in possession of the Property.Secured Party may enforce the obligations of an account debtor or otherperson obligated on the Property. Secured Party may exercise Debtor'srights with respect to the account debtor's or other person's obligations tomake payment or otherwise render performance to Debtor, and enforceany security interest that secures such obligations.

If the Propertyincludes items purchased with the Secured Debts, the Property purchasedwith the Secured Debts will remain subject to Secured Party's securityinterest until the Secured Debts are paid in full. Payments on anynon-purchase money loan also secured by this Agreement will not beapplied to the purchase money loan. Payments on the purchase moneyloan will be applied first to the non-purchase money portion of the loan, ifany, and then to the purchase money portion in the order in which thepurchase money Property was acquired. If the purchase money Propertywas acquired at the same time, payments will be applied in the orderSecured Party selects. No security interest will be terminated byapplication of this formula.

(page 2 of 2)

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LENDER'S NAME AND ADDRESSBORROWER'S NAME AND ADDRESS

AMOUNT

1. AMOUNT:

2. PROMISSORY NOTE:

6. COVENANTS:

3. RELATED DOCUMENTS:

4. REMEDIES:

8. MISCELLANEOUS:

Title

7. NOTICES:

5. COSTS AND FEES:

FOR THE LENDERSIGNATURES:

"You" means the lender, its successors and assigns."I" includes each borrower above, jointly and severally.

$

Line of Credit No.

Date

Max. Credit Amt.Loan Ref. No.

You have extended to me a line of credit in the

of

You will make loans to me from time to time until

.

. Although the line of creditm. onexpires on that date, I will remain obligated to perform all my duties under this agreement so long as I owe you any money advanced according to theterms of this agreement, as evidenced by any note or notes I have signed promising to repay these amounts.

This line of credit is an agreement between you and me. It is not intended that any third party receive any benefit from this agreement, whether bydirect payment, reliance for future payment or in any other manner. This agreement is not a letter of credit.

This line of credit is:

OBLIGATORY: You may not refuse to make a loan to me under this line of credit unless one of the following occurs:a. I have borrowed the maximum amount available to me;b. This line of credit has expired;c. I have defaulted on the note (or notes) which show my indebtedness under this line of credit;d. I have violated any term of this line of credit or any note or other agreement entered into in connection with this line of credit;

e.

.

DISCRETIONARY: You may refuse to make a loan to me under this line of credit once the aggregate outstanding advances equal or exceed

$ .

Subject to the obligatory or discretionary limitations above, this line of credit is:

OPEN-END (Business or Agricultural only): I may borrow up to the maximum amount of principal more than one time.

CLOSED-END: I may borrow up to the maximum only one time.

I will repay any advances made according to this line of credit agreement as set out in the promissory note, I signed on

, or any note(s) I sign at a later time which represent advances under this agreement. The note(s) set(s) out

the terms relating to maturity, interest rate, repayment and advances. If indicated on the promissory note, the advances will be made as follows:

For as long as this line of credit is in effect or I owe you money for advances made in accordance with the line of credit, I will do the

a. take any action as provided in the related documents;b. without notice to me, terminate this line of credit.

By selecting any of these remedies you do not give up your right to later use any other remedy. By deciding not to use any remedy should Idefault, you do not waive your right to later consider the event a default, if it happens again.

security agreement dated

mortgage dated

guaranty dated

e.

I have signed the following documents in connection with this line of credit and note(s) entered into in accordance with

a. maintain books and records of my operations relating to the need for this line of credit;b. permit you or any of your representatives to inspect and/or copy these records;c. provide to you any documentation requested by you which support the reason for making any advance under this line of credit;d. permit you to make any advance payable to the seller (or seller and me) of any items being purchased with that advance;

If I am in default on the note(s) you may:

this line of credit:

This line of credit may not be changed except by a written agreement signed by you and me. The law of the state in which youare located will govern this agreement. Any term of this agreement which is contrary to applicable law will not be effective, unless the law per-mits you and me to agree to such a variation.

.

All notices or other correspondence with me should be sent to my address stated above. The notice or correspondence shall be effectivewhen deposited in the mail, first class, or delivered to me in person.

If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by law. I will also

following:

I AGREE TO THE TERMS OF THIS LINE OF CREDIT. IHAVE RECEIVED A COPY ON TODAY'S DATE.

pay your court costs and costs of collection, where permitted by law.

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1985 BANKERS SYSTEMS, INC., ST. CLOUD, MN 56301 (1-800-397-2341) FORM LCA 5/2/91 (page 1 of 1)- 103

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ATTACHMENTS.

ADDITIONAL TERMS:

LOAN DESCRIPTIONBORROWER NAME AND ADDRESS

Number

Amount $

Date

LENDER NAME AND ADDRESS

REQUESTS FOR ADVANCES.

Discretionary Advances.

Obligatory Advances.

FINANCIAL INFORMATION.

Frequency.

Requested Information.

Leverage Ratio.

Minimum Tangible Net Worth.

Minimum Current Ratio.

Minimum Working Capital.

LOAN STRUCTURE.

LATE CHARGES.

FEES.

A.

B.

C.

D.

E.

F.

SIGNATURES. By signing under seal, I agree to all the terms and conditions beginning on page 1 through the bottom of page 2 of this Agreement

BORROWER:

LENDER:

The following documents are incorporated by reference into this Agreement: Asset Based Financing Agreement addendum dated

Commercial Security Agreement addendum dated Other .

Borrower authorizes Lender to honor a request for an advance from Borrower or any person authorized by Borrower. The requests for

an advance must be in writing, by telephone, or any other manner agreed upon by Borrower and Lender, and must specify the requested amount and date and be

accompanied with any agreements, documents, and instruments that Lender requires for the Loan. Lender will make same day advances, on any day that Lender is open

for business, when the request is received before (Advance Cut-Off Time). Lender will

disburse the advance into Borrower's demand deposit account (if any), account number , or in any other agreed upon

manner. All advances will be made in United States dollars.

These requests must be made by at least (Number Required To Draw) persons, acting together, of those persons authorized to act on Borrower's behalf.

Advances will be made in the amount of at least $ (Minimum Amount Of Advance).

Advances will be made no more frequently than (Minimum Frequency Of Advance).

Lender will make all Loan advances at Lender's sole discretion.

Lender will make all Loan advances subject to this Agreement's terms and conditions.

Borrower will prepare and maintain Borrower's financial records using consistently applied generally accepted accounting principlesthen in effect. Borrower will provide Lender with financial information in a form acceptable to Lender and under the following terms.

Annually, Borrower will provide to Lender Borrower's financial statements, tax returns, annual internal audit reports or those prepared by

independent accountants within days after the close of each fiscal year. Any annual financial statements that Borrower

provides will be audited statements. reviewed statements. compiled statements.

Borrower will provide Lender with interim financial reports on a (Monthly, Quarterly) basis, and within days

after the close of this business period. Interim financial statements will be audited reviewed compiled statements.

Borrower will provide Lender with any other information about Borrower's operations, financial affairs and condition within

days after Lender's request.

Borrower will maintain at all times a ratio of total liabilities to tangible net worth, determined under consistently applied generally accepted

accounting principles, of (Total Liabilities to Tangible Net Worth Ratio) or less.

Borrower will maintain at all times a total tangible net worth, determined under consistently applied generally accepted

accounting principles, of $ (Minimum Tangible Net Worth) or more. Tangible net worth is the amount by which total

assets exceed total liabilities. For determining tangible net worth, total assets will exclude all intangible assets, including without limitation goodwill, patents,

trademarks, trade names, copyrights, and franchises, and will also exclude any accounts receivable that do not provide for a repayment schedule.

Borrower will maintain at all times a ratio of current assets to current liabilities, determined under consistently applied generally

accepted accounting principles, of (Minimum Current Ratio) or more.

Borrower will maintain at all times a working capital, determined under consistently applied generally accepted accounting

principles by subtracting current liabilities from current assets, of $ (Minimum Working Capital) or more. For this

determination, current assets exclude

(Excluded Current Assets). Likewise, current liabilities include (1) all obligations payable on demand or within one year after the date on which the

determination is made, and (2) final maturities and sinking fund payments required to be made within one year after the date on which the determination is

made, but exclude all liabilities or obligations that Borrower may renew or extend to a date more than one year from the date of this determination.

This Commercial Loan Agreement (Agreement) contemplates a single advance term Loan a multiple advance draw Loan a revolving

multiple advance draw Loan. The principal balance will not exceed $ . Borrower will pay down a revolving draw Loan's outstanding

Principal to $ (Pay Down Balance) (Time Period). This Loan is

for agricultural business purposes.

Borrower may not voluntarily prepay the Loan in full at any time. Borrower may prepay the Loan under the following terms and conditions (Any partial

prepayment will not excuse any later scheduled payments until the Loan is paid in full.):

If a payment is made more than days after it is due, Borrower will pay a late charge of

.

Borrower agrees to pay the following fees in connection with this Loan at closing or as otherwise requested by Lender:

. Borrower alsoacknowledges receipt of a copy of this Agreement.

Refer to the attached Signature Addendum, incorporated herein, for additional Borrowers and their signatures.

Signature Date

Signature Date

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

Entity Name

Signature Date

Signature Date

Entity Name

Signature Date

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COMMERCIAL LOAN AGREEMENT

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROMENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOTENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAYRELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND US (LENDER) FROMMISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARECONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. BY SIGNINGTHIS AGREEMENT, THE PARTIES AFFIRM THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM.

COMMERCIAL LOAN AGREEMENT: to be used with Form COMM-NOTE NOT TO BE USED FOR LOANS SUBJECT TO CONSUMER LENDING LAWS1998, 2001 Bankers Systems, Inc., St. Cloud, MN Form COMM-AGREE 7/1/2004 (page 1 of 2)- 105

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-1998 Bankers Systems, Inc., St. Cloud, MN Form COMM-AGREE 7/1/2004

(page 2 of 2)

Other Liabilities.

Notice.

Dispose of No Assets.

Insurance.

Property Maintenance.

DEFAULT.

DEFINITIONS.

Accounting Terms.

Loan.Loan Documents.

Property.

ADVANCES.

CONDITIONS.

No Default.

Information.

Inspections.Conditions and Covenants.

Warranties and Representations.

Financial Statements.

Bankruptcy Proceedings.

WARRANTIES AND REPRESENTATIONS.

Power.

REMEDIES.

COLLECTION EXPENSES AND ATTORNEYS' FEES.

FL:

GA:

GENERAL PROVISIONS.

Joint And Individual Liability And Successors.

Amendment, Integration And Severability.

Waivers And Consent.

Interpretation.

Notice.

Authority.

Name and Place of Business.

No Other Liens.

Compliance With Laws.

Financial Statements.

COVENANTS.

Inspection and Disclosure.

Business Requirements.

Compliance with Laws.

New Organizations.

Borrower will not incur, assume or permit any debt evidencedby notes, bonds or similar obligations except debt in existence on the date of thisAgreement and fully disclosed to Lender; debt subordinated in payment to Lenderon terms acceptable to Lender; accounts payable incurred in the ordinary course ofbusiness and paid under customary trade terms or contested in good faith withreserves satisfactory to Lender; or as otherwise agreed to by Lender.

Borrower will promptly notify Lender of any material change in financialcondition, a default under the Loan Documents, or a default under any agreementwith a third party which materially and adversely affects Borrower's property,operations or financial condition.

Without Lender's prior written consent, Borrower will notsell, lease, assign, or otherwise distribute all or substantially all of its assets.

Borrower will obtain and maintain insurance with insurers in amountsand coverages that are acceptable to Lender and customary with industry practice.This may include without limitation credit insurance, insurance policies for publicliability, fire, hazard and extended risk, workers compensation, and, at Lender'srequest, business interruption and/or rent loss insurance. Borrower may obtaininsurance from anyone Borrower wants that is acceptable to Lender. Borrower'schoice of insurance provider will not affect the credit decision or interest rate. AtLender's request, Borrower will deliver to Lender certified copies of all of theseinsurance policies, binders or certificates. Borrower will obtain and maintain amortgagee or loss payee endorsement for Lender when these endorsements areavailable. Borrower will require all insurance policies to provide at least 10 daysprior written notice to Lender of cancellation or modification. Borrower consents toLender using or disclosing information relative to any contract of insurancerequired for the Loan for the purpose of replacing this insurance. Borrower alsoauthorizes its insurer and Lender to exchange all relevant information related toany contract of insurance executed as required by any Loan Documents.

Borrower will keep property that is necessary or useful inits business in good working condition by making all needed repairs, replacementsand improvements and by making payments due on the property.

If the Loan is payable on demand, Lender may demand payment atany time whether or not any of the following events have occurred. Borrower willbe in default if any one or more of the following occur. (1) Borrower fails to makea payment in full when due. (2) Borrower makes an assignment for the benefit ofcreditors or becomes insolvent, either because Borrower's liabilities exceed itsassets or Borrower is unable to pay debts as they become due; or Borrowerpetitions for protection under any bankruptcy, insolvency or debtor relief laws, oris the subject of such a petition or action and fails to have the petition or actiondismissed within a reasonable period of time. (3) Borrower fails to perform anycondition or to keep any promise or covenant on this Agreement or any debt oragreement Borrower has with Lender. (4) A default occurs under the terms of anyinstrument evidencing or pertaining to this Agreement. (5) If Borrower is aproducer of crops, Borrower fails to plant, cultivate and harvest crops in dueseason. (6) Any loan proceeds are used for a purpose that will contribute toexcessive erosion of highly erodible land or to the conversion of wetlands toproduce an agricultural commodity, as further explained by federal law. (7)Anything else happens that either significantly impairs the value of the Property or,unless controlled by the New Jersey Banking Law, causes Lender to reasonablybelieve that Lender will have difficulty collecting the Loan.

In this Agreement, the following terms have the followingmeanings.

Accounting terms that are not specifically defined will havetheir customary meanings under consistently applied generally accepted accountingprinciples.

Loan refers to all advances made under the terms of this Agreement.Loan Documents include this Agreement and all documents

prepared pursuant to the terms of this Agreement including all present and futurepromissory notes (Notes), security instruments, guaranties, and supportingdocumentation as modified, amended or supplemented.

Property is any collateral, real, personal or intangible, that securesBorrower's performance of the obligations of this Agreement.

To the extent permitted by law, Borrower will indemnify Lenderand hold Lender harmless for reliance on any request for advance that Lenderreasonably believes to be genuine. Lender's records are conclusive evidence as tothe number and amount of advances and the Loan's unpaid principal and interest.If any advance results in an overadvance (when the total amount of the Loanexceeds the principal balance) Borrower will pay the overadvance, as requested byLender. Regarding Borrower's demand deposit account(s) with Lender, Lendermay, at its option, consider presentation for payment of a check or other chargeexceeding available funds as a request for an advance under this Agreement. Anysuch payment by Lender will constitute an advance on the Loan.

Borrower will satisfy all of the following conditions before Lendermakes any advances under this Agreement. If this Agreement provides fordiscretionary advances, satisfaction of these conditions does not commit Lender tomaking advances.

There has not been a default under the Loan Documents nor would adefault result from making the advance.

Borrower has provided all required documents, information,certifications and warranties, all properly executed on forms acceptable to Lender.

Borrower has accommodated, to Lender's satisfaction, all inspections.Borrower has performed and complied with all

conditions required for an advance and all covenants in the Loan Documents.The warranties and representations contained in

this Agreement are true and correct at the time of making the advance.Borrower's most recently delivered financial statements and

reports are current, complete, true and accurate in all material respects and fairlyrepresent Borrower's financial condition.

No proceeding under the United States BankruptcyCode has been commenced by or against Borrower or any of Borrower's affiliates.

Borrower makes these warrantiesand representations which will continue as long as this Agreement is in effect.

Borrower is duly organized, validly existing and in good standing in alljurisdictions in which Borrower operates. Borrower has the power and authority toenter into this transaction and to carry on its business or activity as it is now beingconducted. All persons who are required by applicable law and the governingdocuments of Borrower have executed and delivered to Lender this Agreement andother Loan Documents.

After Borrower defaults, and after Lender gives any legally requirednotice and opportunity to cure, Lender may at its option use any and all remediesLender has under state or federal law or in any of the Loan Documents, including,but not limited to, terminating any commitment or obligation to make additionaladvances or making all or any part of the amount owing immediately due. Lendermay set-off any amount due and payable under the terms of the Loan againstBorrower's right to receive money from Lender, unless prohibited by applicablelaw. Except as otherwise required by law, by choosing any one or more of theseremedies Lender does not give up Lender's right to use any other remedy. Lenderdoes not waive a default if Lender chooses not to use a remedy, and may later useany remedies if the default continues or occurs again.

To the extent permittedby law, Borrower agrees to pay all expenses of collection, enforcement andprotection of Lender's rights and remedies under this Agreement. Expensesinclude, but are not limited to, reasonable attorneys' fees including attorney fees aspermitted by the United States Bankruptcy Code, court costs and other legalexpenses. These expenses will bear interest from the date of payment until paid infull at the contract interest rate then in effect for the Loan. Attorneys' fees willbe 10 percent of the principal sum due or a larger amount as the court judges asreasonable and just. Attorneys' fees will be 15 percent of the principal andinterest owing.

This Agreement is governed by the laws of thejurisdiction where Lender is located, the United States of America and to the extentrequired, by the laws of the jurisdiction where the Property is located.

Each Borrower, individually, hasthe duty of fully performing the obligations on the Loan. Lender can sue all or anyof the Borrowers upon breach of performance. The duties and benefits of this Loanwill bind and benefit the successors and assigns of Borrower and Lender.

The Loan Documents may not beamended or modified by oral agreement. Borrower agrees that any party signingthis Agreement as Borrower is authorized to modify the terms of the LoanDocuments. Borrower agrees that Lender may inform any party who guaranteesthis Loan of any Loan accommodations, renewals, extensions, modification,substitutions, or future advances. The Loan Documents are the complete and finalexpression of the understanding between Borrower and Lender. If any provision ofthe Loan Documents is unenforceable, then the unenforceable provision will besevered and the remaining provisions will be enforceable.

Borrower, to the extent permitted by law, consents tocertain actions Lender may take, and generally waives defenses that may beavailable based on these actions or based on the status of a party to the Loan.Lender may renew or extend payments on the Loan. Lender may release anyborrower, endorser, guarantor, surety, or any other co-signer. Lender may release,substitute, or impair any Property securing the Loan. Lender's course of dealing,or Lender's forbearance from, or delay in, the exercise of any of Lender's rights,remedies, privileges, or right to insist upon Borrower's strict performance of anyprovisions contained in the Loan Documents, will not be construed as a waiver byLender, unless the waiver is in writing and signed by Lender. Lender mayparticipate or syndicate the Loan and share any information that Lender decides isnecessary about Borrower and the Loan with the other participants.

Whenever used, the singular includes the plural and the pluralincludes the singular. The section headings are for convenience only and are not tobe used to interpret or define the terms of this Agreement. Unless otherwiseindicated, the terms of this Agreement shall be construed in accordance with theUniform Commercial Code.

Unless otherwise required by law, any notice will be given by delivering itor mailing it by first class mail to the appropriate party's address listed in thisAgreement, or to any other address designated in writing. Notice to one party willbe deemed to be notice to all parties. Time is of the essence.

The execution, delivery and performance of this Agreement and theobligation evidenced by the Loan Documents are within Borrower's dulyauthorized powers, has received all necessary governmental approval, will notviolate any provision of law or order of court or governmental agency, and will notviolate any agreement to which Borrower is a party or to which Borrower orBorrower's property is subject.

Other than previously disclosed in writing toLender, Borrower has not changed its name or principal place of business withinthe last ten years and has not used any other trade or fictitious name. WithoutLender's prior written consent, Borrower will not use any other name and willpreserve Borrower's existing name, trade names and franchises.

Borrower owns or leases all property that is required for itsbusiness and except as disclosed, the property is free and clear of all liens, securityinterests, encumbrances and other adverse interests.

Borrower is not violating any laws, regulations, rules,orders, judgments or decrees applicable to Borrower or its property, except asdisclosed to Lender.

Borrower represents and warrants that all financialstatements Borrower provides fairly represent Borrower's financial condition forthe stated periods, are current, complete, true and accurate in all material respects,include all direct or contingent liabilities, and that there has been no materialadverse change in Borrower's financial condition, operations or business since thedate the financial information was prepared.

Until the Loan and all related debts, liabilities and obligationsunder the Loan Documents are paid and discharged, Borrower will comply withthe following terms, unless Lender waives compliance in writing.

Borrower will allow Lender or its agents to enter anyof Borrower's premises during mutually agreed upon times, to do the following:(1) inspect, audit, review and obtain copies from Borrower's books, records,orders, receipts, and other business related data; (2) discuss Borrower's financesand business with anyone who claims to be Borrower's creditor; (3) inspectBorrower's Property, audit for the use and disposition of the Property's proceeds;or do whatever Lender decides is necessary to preserve and protect the Propertyand Lender's interest in the Property. As long as this Agreement is in effect,Borrower will direct all of Borrower's accountants and auditors to permit Lender toexamine and make copies of Borrower's records in their possession, and todisclose to Lender any other information that they know about Borrower's financialcondition and business operations. Lender may provide Lender's regulator withrequired information about Borrower's financial condition, operation and businessor that of Borrower's parent, subsidiaries or affiliates.

Borrower will preserve and maintain its present existenceand good standing in jurisdictions where Borrower is organized and operates.Borrower will continue its business or activities as presently conducted, byobtaining licenses, permits and bonds where needed. Borrower will obtainLender's prior written consent before ceasing business or engaging in any line ofbusiness that is materially different from its present business.

Borrower will not violate any laws, regulations, rules,orders, judgments or decrees applicable to Borrower or Borrower's property,except for those which Borrower challenges in good faith through properproceedings after providing adequate reserves to fully pay the claim and its appealshould Borrower lose. On request, Borrower will provide Lender with writtenevidence that Borrower has fully and timely paid taxes, assessments and othergovernmental charges levied or imposed on Borrower and its income, profits andproperty. Borrower will adequately provide for the payment of taxes, assessmentsand other charges that have accrued but are not yet due and payable.

Borrower will obtain Lender's written consent beforeorganizing, merging into, or consolidating with an entity; acquiring all orsubstantially all of the assets of another; or materially changing legal structure,management, ownership or financial condition.

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COMMERCIAL PROMISSORY NOTE

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Variable Rate.

DATE.

GOVERNING AGREEMENT.

PROMISE TO PAY.

Single Advance.

Multiple Advances.

INTEREST.

USE OF PROCEEDS:

WAIVERS AND CONSENT.

Post Maturity/Default Interest.

MATURITY/DEMAND.

PAYMENT.

BORROWER NAME AND ADDRESS LENDER NAME AND ADDRESS LOAN DESCRIPTION

Number

Amount $

Date

This rate may then change as follows.

The date of this Promissory Note (Note) is .

This Note is further governed by the Commercial Loan Agreement between Lender and Borrower dated ,

as modified, amended, or supplemented. All definitions of terms in the Commercial Loan Agreement apply to this Note as well. Upon execution of this Note, Borrower

represents that Borrower has reviewed and is in compliance with all Loan Documents and the Commercial Loan Agreement.

For value received, Borrower promises to pay Lender or Lender's order, at Lender's address, $ (Principal).

$ (Principal) or the Borrowing Base, whichever is less.

Borrower will receive all of this Principal in one advance. No additional advances are contemplated under this Note.

The Principal amount stated above is the maximum amount of Principal that Borrower may borrow under this Note. On

Borrower will receive $ and future advances are contemplated. The conditions for future advances are stated in the Commercial Loan Agreement.

Borrower agrees to pay interest on the outstanding Principal balance of this Note at the rate of percent per year until .

Interest accrues on a basis. For interest calculation, the accrual method will determine the number of days in a year.

All payments must be made in United States dollars. Each payment Borrower makes on this Note will be applied first to any charges Borrower owes other thanPrincipal and interest, then to interest that is due, and finally to Principal that is due. If Lender and Borrower agree to a different application of payments, thatapplication will be described on this Note. The actual amount of Borrower's final payment will depend upon Borrower's payment record.

Borrower waives protest, presentment for payment, demand, and notices of acceleration, intent to accelerate, and dishonor (if allowed by law).

Refer to the attached Signature Addendum, incorporated herein, for additional Borrowers and their signatures.

Borrower agrees to pay interest on the unpaid balance of this Note owing after

.

This Note .

Borrower agrees to pay this Note as follows unless and until demand is made (if applicable):

, *-

COMM-NOTE 10/30/2009VMPC504 (0910).00

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Signature Date

Signature Date

Signature Date

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

By signing under seal, Borrower agrees to the terms contained in this Note. Borrower also acknowledges receipt of a copy of this Note.

Entity Name

Signature Date

Entity Name

Signature Date

Signature Date

LENDER:

SIGNATURES.

BORROWER:

ADDITIONAL TERMS.l

, *-

COMM-NOTE 10/30/2009VMPC504 (0910).00

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LOAN DESCRIPTIONDEBTOR NAME AND ADDRESS LENDER NAME AND ADDRESS

SECURED DEBTS.

(1) Sums Advanced.(2) Specific Debts.

(3) All Debts. Notice - The Property may also serve as collateral for future advances.

SECURITY INTEREST.

PROPERTY DESCRIPTION.

Documents:

Inventory:

Accounts and Other Rights to Payment:

Instruments and Chattel Paper:

General Intangibles:

Equipment:

Farm Products and Supplies:

North Dakota only - This Security Agreement covers crops now growing. This Security Agreement also covers future crops tobe grown in the current year or any year hereafter.

Government Payments and Programs:

Specific Property Description:

Investment Property:

ADDITIONAL TERMS:

Deposit Accounts:

USE OF PROPERTY.

LENDER:

DEBTOR:

SIGNATURES. By signing under seal, Debtor agrees to all the terms and conditions beginning on page 1 through the bottom of page 2 of this Agreement.Debtor acknowledges receipt of a copy of this Security Agreement.

Number

Amount $

Date

Refer to the attached Signature Addendum, incorporated herein, for additional Debtors and their signatures.

This Commercial Security Agreement (Security Agreement) is an Addendum to a Commercial Loan Agreement, dated , (Loan Agreement)

between (Borrower) and Lender.This Security Agreement is further governed by the terms of the Loan Agreement, where applicable. References in this Addendum to terms defined in the LoanAgreement shall have the definitions given to them in the Loan Agreement, unless otherwise indicated. Debtor and Borrower may be the same. Where Borrower andDebtor are not the same, Debtor means the owner of the Property subject to this Security Agreement and Borrower means the obligor on the Loan Agreement.

This Security Agreement will secure the following debts (Secured Debts), together with all extensions, renewals, refinancings, modifications, andreplacements of the Secured Debts:

All sums advanced and expenses incurred by Lender under the terms of the Loan Agreement or this Security Agreement.Debts created by the following instruments or agreements

Debtor Type: Individual Partnership Corporation State of Registration (if applicable)

All present and future debts from Borrower to Lender, even if thisSecurity Agreement is not specifically referenced, or if the future debt is unrelated to or of a different type than this debt. If more than one person signs theLoan Agreement as Borrower, Debtor agrees that this Security Agreement will secure debts incurred by any Borrower either individually or with others whomay not sign the Loan Agreement. Nothing in this Security Agreement constitutes a commitment to make additional or future loans or advances. Any suchcommitment must be in writing pursuant to the terms of the Loan Agreement.

To secure the payment and performance of the Secured Debts, Debtor gives Lender a security interest in all of the Property described in thisSecurity Agreement that Debtor owns or has sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and allproceeds and products of the Property. "Property" includes all parts, accessories, repairs, replacements, improvements, and accessions to the Property; any originalevidence of title or ownership; and all obligations that support the payment or performance of the Property. "Proceeds" includes anything acquired upon the sale, lease,license, exchange, or other disposition of the Property; any rights and claims arising from the Property; and any collections and distributions on account of the Property.This Security Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and Lender is no longer obligated to advance funds to Debtor orBorrower.

The Property is described as follows:

All documents of title including, but not limited to, bills of lading, dock warrants and receipts, and warehouse receipts.

All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work inprocess, or materials used or consumed in Debtor's business.

All rights to payment, whether or not earned by performance, including, but not limited to, payment for property orservices sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) which Debtor may have by law or agreement againstany account debtor or obligor of Debtor.

All instruments, including negotiable instruments and promissory notes and any other writings or records that evidence the rightto payment of a monetary obligation, and tangible and electronic chattel paper.

All general intangibles including, but not limited to, tax refunds, patents and applications for patents, copyrights, trademarks, trade secrets,goodwill, trade names, customer lists, permits and franchises, payment intangibles, computer programs and all supporting information provided in connection witha transaction relating to computer programs, and the right to use Debtor's name.

All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shopequipment, office and record keeping equipment, parts, and tools. The Property includes any equipment described in a list or schedule Debtor gives to Lender, butsuch a list is not necessary to create a valid security interest in all of Debtor's equipment.

All farm products including, but not limited to, all poultry and livestock and their young, along with their produce, products, andreplacements; all crops, annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines, and other supplies used or produced inDebtor's farming operations.

All payments, accounts, general intangibles, and benefits including, but not limited to, payments in kind, deficiencypayments, letters of entitlement, warehouse receipts, storage payments, emergency assistance and diversion payments, production flexibility contracts, andconservation reserve payments under any preexisting, current, or future federal or state government program.

The Property includes, but is not limited by, the following (if required, provide real estate description):

All investment property including, but not limited to, certificated securities, uncertificated securities, securities entitlements, securitiesaccounts, commodity contracts, commodity accounts, and financial assets.

All deposit accounts including, but not limited to, demand, time, savings, passbook, and similar accounts.

The Property will be used for personal business agricultural purposes.

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

Entity Name

Signature Date Signature Date

Signature Date Signature Date

Entity Name

Signature Date Signature Date

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COMMERCIAL SECURITY AGREEMENT

(include items such as borrowers' names, note amounts, interest rates, maturity dates, etc.):

(include additional Security Agreement terms and contract requirements).

COMMERCIAL SECURITY AGREEMENT: to be used with Form COMM-AGREE NOT TO BE USED FOR LOANS SUBJECT TO CONSUMER LENDING LAWS1998 Bankers Systems, Inc., St. Cloud, MN Form COMM-ADD-SA 5/16/2002 (page 1 of 2)-

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-Bankers Systems, Inc., St. Cloud, MN Form COMM-ADD-SA 5/16/2002

(page 2 of 2)

AUTHORITY TO PERFORM.

PURCHASE MONEY SECURITY INTEREST.

COLLATERAL ACCOUNT.

GENERALLY.

NAME AND LOCATION.

WARRANTIES AND REPRESENTATIONS.

DUTIES TOWARD PROPERTY.Protection of Lender's Interest.

Use, Location, and Protection of the Property.

Selling, Leasing, or Encumbering the Property.

Insurance.

Additional Duties Specific to Accounts.

Additional Duties Specific to Farm Products.

DEFAULT.

REMEDIES.

WAIVER.

Connecticut only.

South Carolina only. Lender may immediately seize the Property upon Debtor'sdefault. Debtor agrees to waive the right to five days' notice and a preseizurehearing prior to seizure of the Property.PERFECTION OF SECURITY INTEREST.

ADDITIONAL DOCUMENTS.

NOTICES.

WAIVER/CONFESSION (LOUISIANA ONLY).

NOTICE (Arizona only):

Debtor authorizes Lender to do anything Lenderdeems reasonably necessary to protect the Property and Lender's interest in theProperty. If Debtor fails to perform any of Debtor's duties under this SecurityAgreement, Lender is authorized, without notice to Debtor, to perform the dutiesor cause them to be performed. These authorizations include, but are not limitedto, permission to pay for the repair, maintenance, and preservation of the Propertyand take any action to realize the value of the Property. Lender's authority toperform for Debtor does not create an obligation to perform, and Lender's failureto perform will not preclude Lender from exercising any other rights under the lawor this Security Agreement. If Lender performs for Debtor, Lender will usereasonable care. Reasonable care will not include any steps necessary to preserverights against prior parties or any duty to take action in connection with themanagement of the Property.If Lender comes into possession of the Property, Lender will preserve and protectthe Property to the extent required by law. Lender's duty of care with respect tothe Property will be satisfied if Lender exercises reasonable care in the safekeepingof the Property or in the selection of a third party in possession of the Property.Lender may enforce the obligations of an account debtor or other person obligatedon the Property. Lender may exercise Debtor's rights with respect to the accountdebtor's or other person's obligations to make payment or otherwise renderperformance to Debtor, and enforce any security interest that secures suchobligations.

This Security Agreement createsa Purchase Money Security Interest to the extent the Secured Debts are used topurchase or acquire rights in the Property. The portion of the Property purchasedwith loan proceeds will remain subject to the Purchase Money Security Interestuntil the Secured Debts are paid in full. Debtor authorizes Lender, at Lender'soption, to disburse the loan proceeds directly to the seller of the Property.Payments on any non-purchase money loan also secured by this SecurityAgreement will not be applied to the purchase money loan. Payments on thepurchase money loan will be applied first to the non-purchase money portion of theloan, if any, and then to the purchase money portion in the order in which thepurchase money Property was acquired. If the purchase money Property wasacquired at the same time, then payments will be applied in the order Lenderselects. No security interest will be terminated by application of this formula.

If required by Lender, Debtor will establish aCollateral Account, and will immediately deposit all payments from accountdebtors and other proceeds from the Property, referred to as Funds, in payment ofand as security for the Secured Debts. Debtor will continue to deposit these Fundsin this Collateral Account until Lender informs Debtor in writing that it is nolonger necessary to do so. Debtor may withdraw from this Collateral Account onlyupon Lender's prior written consent. Lender has the right at any time, withoutnotice, to withdraw Funds from the Collateral Account and apply those Funds tothe Secured Debts or release any of the Funds to Debtor.

This Security Agreement is governed by the terms of the LoanAgreement and the laws of the state in which Lender is located. In the event of adispute, the exclusive forum, venue, and place of jurisdiction will be the state inwhich Lender is located, unless otherwise required by law. Each Debtor'sobligations under this Security Agreement are independent of the obligations of anyother Debtor. Lender may sue each Debtor individually or together with any otherDebtor. Lender may release any part of the Property and Debtor will remainobligated under this Security Agreement for the remaining Property. The dutiesand benefits of this Security Agreement will bind and benefit the successors andassigns of Debtor and Lender. No modification of this Security Agreement iseffective unless made in writing and signed by Debtor and Lender. If any provisionof this Security Agreement is unenforceable, then the unenforceable provision willbe severed and the remaining provisions will still be enforceable. Whenever used,the plural includes the singular and the singular includes the plural. Sectionheadings are for convenience only and should not be used to define or interpret theterms of this Security Agreement. Time is of the essence.

Debtor's name indicated on page 1 is Debtor's exactlegal name. If Debtor is an individual, Debtor's address is Debtor's principalresidence. If Debtor is not an individual, Debtor's address is the location ofDebtor's chief executive offices or sole place of business. If Debtor is an entityorganized and registered under state law, Debtor has provided Debtor's state ofregistration on page 1. Debtor will provide verification and registration andlocation upon Lender's request. Debtor will provide Lender with at least 30 daysnotice prior to any change in Debtor's name, address, or state of organization orregistration.

Debtor owns the Property or, tothe extent that this is a purchase money loan, will purchase the Property with theproceeds of the loan. The Property is free and clear of all liens, security interests,encumbrances, and other adverse claims and interests, except those to Lender or towhich Lender consents in writing.

Debtor will defend the Property against any otherclaim. Debtor agrees to do whatever Lender requires to protect Lender's securityinterest and keep Lender's claim in the Property ahead of the claims of othercreditors. Debtor will not do anything to harm Lender's position. Debtor will keep,and allow Lender reasonable access to, books, records, and accounts about theProperty and Debtor's business in general. If this Security Agreement coverschattel paper or instruments, either as original collateral or proceeds of theProperty, Debtor will note Lender's interest on the face of the chattel paper orinstruments.

Debtor will keep the Property inDebtor's possession and in good repair. Debtor will use the Property only forcommercial or agricultural purposes and will not change this specified use withoutLender's prior written consent. Lender has the right of reasonable access to inspectthe Property and Debtor will immediately inform Lender of any loss or damage tothe Property. Debtor will not cause or permit waste to the Property. Debtor willkeep the Property at Debtor's address unless Lender and Debtor agree that it maybe kept at another location. If the Property is to be used in other states, Debtor willgive Lender a list of those states. Debtor will notify Lender in writing and obtainLender's prior written consent to any change in location of any of the Property.The location of the Property is given to aid in the identification of the Property anddoes not in any way limit the scope of the security interest granted to Lender.Debtor will not use the Property in violation of any law. Debtor will notify Lenderin writing prior to any change in Debtor's address, name or, if an organization,any change in Debtor's identity or structure. Debtor will pay all taxes andassessments levied or assessed against Debtor or the Property and provide timelyproof of payment of these taxes and assessments upon request.

Debtor will not sell, offer tosell, lease, grant a security interest in, or otherwise transfer or encumber theProperty without Lender's prior written permission, except for Inventory sold inthe ordinary course of business at fair market value, or at a minimum priceestablished between Debtor and Lender. If Debtor is in default under this SecurityAgreement, Debtor may not sell the Inventory portion of the Property even in theordinary course of business. Lender's permission to sell the Property may bereasonably withheld without regard to the creditworthiness of any buyer ortransferee. Debtor will not permit the Property to be the subject of any court orderaffecting Debtor's rights to the Property in any action by anyone other thanLender.

Debtor will keep the tangible Property insured against risks reasonablyassociated with the Property. This insurance will last until the Property is releasedfrom this Security Agreement. Lender may apply insurance proceeds toward whatis owed on the Secured Debts. Lender may require added security as a condition ofpermitting any insurance proceeds to be used to repair or replace the Property. IfLender acquires the Property in damaged condition, Debtor's right to anyinsurance policies and proceeds will pass to Lender to the extent of the SecuredDebts. If Debtor fails to keep the Property insured, Lender may obtain insurance toprotect Lender's interest in the Property and may include coverages not originallyrequired of Debtor, may be written by a company other than one Debtor wouldchoose, and may incur a higher rate than Debtor could obtain if Debtor purchasedthe insurance.

If the Property includes Accounts, Debtorwill not settle any Account for less than its full value without Lender's writtenpermission. Debtor will collect all Accounts in the ordinary course of business.Debtor will not dispose of the Accounts by assignment without Lender's priorwritten consent. Debtor will keep the proceeds from all the Accounts and anygoods which are returned to Debtor or which Debtor takes back and will notcommingle them with any of Debtor's other property. At Lender's request, Debtorwill notify account debtors that their Accounts have been assigned to Lender andshould be paid directly to Lender. Debtor will deliver the Accounts to Lender atLender's request. If Lender asks Debtor to pay Lender the full price on anyreturned items or items retaken by Debtor, Debtor will do so. Debtor will make nomaterial change in the terms of any Account, and Debtor will give Lender anystatements, reports, certificates, lists of account debtors, invoices applicable toeach Account, and other data pertaining to the Accounts as Lender may request.

If the Property includes farmproducts, Debtor will provide Lender, at Lender's request, a written list of thebuyers, commission merchants, or selling agents to or through whom Debtor maysell Debtor's farm products. Debtor remains subject to all applicable penalties forselling Debtor's farm products in violation of this Security Agreement and theFood Security Act of 1985. If the Property includes crops growing or to be grown,Debtor agrees to plant, cultivate, and harvest the crops in due season. Debtor willbe in default if any loan proceeds are used for a purpose that will contribute toexcessive erosion of highly erodible land or to the conversion of wetland toproduce or to make possible the production of an agricultural commodity, furtherexplained in 7 CFR Part 1940, Subpart G, Exhibit M.

Debtor will be in default if Debtor or Borrower (if not the same) failsto perform any condition, covenant, or make required payments under the LoanAgreement or Debtor fails to perform under this Security Agreement.

If Debtor is in default, Lender has the option to do any one or moreof the following in addition to the remedies provided in the Loan Agreement andother remedies provided by law.(1) Assembly of Property. Lender may require Debtor to gather the Property andmake it available to Lender in a reasonable fashion if allowed by law.(2) Repossession. Lender may repossess (unless prohibited by law) or otherwiseseize the Property as provided by law. Lender may hold, use, and operate Debtor'sproperty as necessary to preserve the Property or its value without compensation toDebtor.(3) Sale of Property. Lender may sell the Property as provided by law. Lender mayapply the proceeds of the Property to Lender's expenses, attorneys' fees and legalexpenses (to the extent allowed by law), and any remaining Secured Debt. If whatLender receives from the sale of the Property does not satisfy the Secured Debt,Debtor will be liable for the remaining balance (where permitted by law).

Debtor waives all claims for loss and damage caused by Lender's actsor omissions where Lender acted reasonably and in good faith. Except to the extentprohibited by law, Debtor waives all rights Debtor has now or in the future as ahomestead exemption in the Property.

Debtor voluntarily and knowingly waives all rights to notice andhearing as allowed under Chapter 903A of the Connecticut General Statutes, asamended, or otherwise allowed by any state or federal law with respect to anyprejudgment remedy which Lender may desire to use.

Debtor authorizes Lender to file afinancing statement covering the Property. Debtor will comply with, facilitate, andotherwise assist Lender in connection with obtaining possession or control over theProperty for purposes of perfecting Lender's interest under the UniformCommercial Code.

Debtor will provide any additional informationLender requests, including financial statements and documents relating to theProperty. Debtor represents that all documents and information submitted toLender will be true, correct, and complete as of the date submitted and will updatethe documents or information as necessary to give Lender a current and accurateassessment of Debtor's affairs. Debtor agrees to sign, deliver, and file anyadditional documents, certifications, or records that Lender requires to perfect,continue, and preserve Debtor's obligations and Lender's rights under this SecurityAgreement and to verify Lender's lien status on the Property. Debtor authorizesLender to sign, authorize, and execute any documents on Debtor's behalf in orderto preserve or protect Lender's interest in the Property.

Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to the appropriate party's address asindicated in this Security Agreement, or any other address designated in writing.Notice to one party is notice to all parties.

Debtor waives the benefit ofappraisal as provided in the Louisiana Code of Civil Procedure and all other lawswith regard to appraisal upon sales. For purposes of foreclosure under Louisianaexecutory process procedures, Debtor confesses judgment in Lender's favor up tothe full amount of the Secured Debts including collection costs and attorneys' fees.

It is unlawful to fail to return a motor vehicle subjectto a security interest within thirty days after receiving notice of default. Anynotice of default Lender sends will be mailed to Debtor's address as indicated inthis agreement. It is Debtor's responsibility to tell Lender if Debtor's addresschanges. Unlawful failure to return a motor vehicle subject to a security interestis a class 6 felony which for a first offense carries a maximum jail sentence of1.5 years. The maximum jail sentence may be greater if the defendant has a priorcriminal record. The court also may impose a fine of no more than $150,000.

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LOAN DESCRIPTIONBORROWER NAME AND ADDRESS

Number

Amount $

Date

LENDER NAME AND ADDRESS

A. Maximum Principal Balance.

SIGNATURES.

BORROWER:

LENDER:

LOAN STRUCTURE - ASSET-BASED FINANCING LOAN.

ADDITIONAL TERMS:

Definitions.B.

COVENANT - COLLATERAL ACCOUNT.

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Refer to the attached Signature Addendum, incorporated herein, for additional Borrowers and their signatures.

A draw loan's maximum total principal balance or a revolving draw loan's outstanding principal balance permitted under the Commercial

Loan Agreement will be the lesser of $ or the Borrowing Base. The Borrowing Base is the sum of the following amounts.

percent of the Value of Eligible Inventory, not to exceed $

percent of the Eligible Accounts Receivable.

As long as Borrower owes any amounts to Lender under the Loan, Borrower will calculate the Borrowing Base:

daily weekly monthly

This Asset Based Financing Agreement is an Addendum to a Commercial Loan Agreement, dated , between Borrower and Lender.This Addendum is further governed by the terms of the Commercial Loan Agreement, where applicable and supplements and amends the Loan Structure and Covenantssections. References in this Addendum to terms defined in the Commercial Loan Agreement shall have the definitions given to them in the Commercial Loan Agreement.

By signing under seal, Borrower agrees to the terms contained in this Note. Borrower also acknowledges receipt of a copy of this Note.

Advances under the Commercial Loan Agreement will be made according to the following terms andconditions.

Within (time period) of calculating the Borrowing Base, Borrower will provide Lender with a Borrowing Base Certificate thatincludes an assignment of all Accounts Receivable and Inventory. The Borrowing Base Certificate will be in form and substance acceptable to Lender, will containBorrower's Borrowing Base calculation and will be certified and signed by Borrower or Borrower's officer. Borrower's calculation of the Borrowing Base is subject toLender's confirmation or redetermination. Lender's calculation of the Borrowing Base will be the final determination when Lender's calculation of the ratio differsfrom Borrower's.

For the purposes of this Addendum, the following terms will have the following meanings.

(1) Account Debtors. Account Debtors are persons who are obligated on Accounts Receivable.

(2) Account Guarantors. Account Guarantors are persons who have guarantied certain Accounts Receivable.

(3) Accounts Receivable. Accounts Receivable will include all of the following.

General Intangibles. All general intangibles including, but not limited to, tax refunds, applications for patents, patents, copyrights, trademarks, trade secrets,good will, trade names, customer lists, permits and franchises, and the right to use Borrower's name.

(a)

(b)

(c)

Accounts and Other Rights to Payment. All rights Borrower has now or in the future to payments including, but not limited to, payment for goods and otherproperty sold or leased or for services rendered, whether or not Borrower has earned such payment by performance. This includes any rights and interests(including all guaranties, standby letters of credit, liens and security interests) which Borrower may have by law or agreement against any Account Debtor.

Proceeds. All proceeds from the disposition or collection of Accounts Receivable.

Chattel Paper. All rights Borrower has now or in the future to payments arising out of a writing or writings which evidence both a monetary obligation and asecurity interest in or a lease of specific goods. This includes any rights and interests (including all liens and security interests) which Borrower may have bylaw or agreement against any Account Debtor.

(d)

Eligible Accounts Receivable. Eligible Accounts Receivable include all of Borrower's Accounts Receivable that are and continue to be acceptable to Lender in all

respects. Criteria for eligibility may be revised by Lender at any time. Eligible Accounts Receivable exclude all of the following Accounts Receivable: the entire

balance of any Accounts Receivable that has been due and owing for more than days from the invoice dates; all of the remaining Accounts Receivable

owed by an Account Debtor when this Account Debtor is overdue on one account; those Accounts Receivable which Lender in Lender's sole discretion disqualify

as an Eligible Account;

.

(4)

Inventory. Inventory includes all inventory which Borrower holds for ultimate sale or lease, or which has been or will be supplied under contracts of service, orwhich are raw materials, work in process, or materials used or consumed in Borrower's business.

(5)

Borrower will establish and maintain a demand deposit account, referred to as a Collateral Account, and willimmediately deposit all payments from Account Debtors, referred to as Funds, in payment of and as security for, the Loan. Borrower will continue to deposit theseFunds in this Collateral Account until Lender informs Borrower in writing that it is no longer necessary to do so. Borrower may withdraw from this CollateralAccount only upon Lender's prior written consent. Borrower will execute any documents that are necessary to establish and maintain the Collateral Account andLender's control over it. The Funds will be deposited in the form received. Pending deposit, Borrower agrees that Borrower will not commingle the Funds with any ofBorrower's other property. Lender has the right at any time, without notice, to withdraw Funds from the Collateral Account and apply those Funds to the Loan orrelease any of the Funds in this Collateral Account to Borrower.

(6)

(7)

Eligible Inventory. Eligible Inventory includes all of Borrower's Inventory that is and continues to be acceptable to Lender in all respects. Criteria for eligibility

may be revised by Lender at any time. Eligible Inventory excludes all of the following Inventory: all Inventory that Borrower does not own or that is subject to a

competing claim, lien or encumbrance; Inventory which Lender in Lender's sole discretion disqualify as Eligible Inventory;

.

Value of Eligible Inventory. The Value of Eligible Inventory is the lesser of the Eligible Inventory's cost or fair market value as determined under the first-

in-first-out (FIFO) method last-in-first-out (LIFO) method

and any additional written valuation guidelines Lender provides to Borrower.

Signature Date

Signature Date

Signature Date

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

Entity Name

Signature Date

Signature Date

Entity Name

Signature Date

ASSET BASED FINANCING AGREEMENT

ASSET BASED FINANCING AGREEMENT to be used with Form COMM-AGREE NOT TO BE USED FOR LOANS SUBJECT TO CONSUMER LENDING LAWS1998, 20001 Bankers Systems, Inc., St. Cloud, MN Form COMM-ADD-ABF 10/15/2001 (page 1 of 1)-

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COMMERCIAL DEBT MODIFICATION AGREEMENT

VT only NOTICE TO BORROWER: THIS IS A DEMAND NOTE AND SO MAY BE COLLECTED BY THE LENDER ATANY TIME. A NEW NOTE MUTUALLY AGREED UPON AND SUBSEQUENTLY ISSUED MAY CARRY A HIGHER ORLOWER RATE OF INTEREST.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROMENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOTENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAYRELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER/DEBTOR) AND US (LENDER/SECUREDPARTY) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCHMATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. BY SIGNING THISMODIFICATION, THE PARTIES AFFIRM THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM.

DEFINITIONS.Pronouns.

Prior Obligation.

BORROWER NAME AND ADDRESS

SIGNATURES.BORROWER:

LENDER NAME AND ADDRESS LOAN DESCRIPTION

Number

Amount $

Date

CONTINUATION OF TERMS.INTERPRETATION.

Post-Maturity/Default Interest Rate.

Compounding.

PAYMENT MODIFICATION.

DRAW PERIOD MODIFICATION.

FEES AND CHARGES MODIFICATION.

ADDITIONAL TERMS.

DATE AND PARTIES.

BACKGROUND.

MODIFICATION.

INTEREST RATE MODIFICATION.

INTEREST RATE.

Maximum Interest Amount.

LENDER:

As used in this Modification, the terms have the following meanings:The pronouns "I," "me," and "my" refer to each Borrower signing this Modification, individually and together with their heirs, executors, administrators,

successors, and assigns. "You" and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires aninterest in this Modification or Prior Obligation.

"Prior Obligation" refers to my previous agreement governing my promise to pay you money, including any loan agreement, note, or documentthat evidences my indebtedness, and any extensions, renewals, modifications, and substitutions.

Refer to the attached Signature Addendum, incorporated herein, for additional Borrowers and their signatures.

By signing under seal, Borrower agrees to the terms contained in this Note. Borrower also acknowledges receipt of a copy of this Note.

Except as specifically amended in this Modification, all terms of the Prior Obligation remain in effect.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 Modification.

This Modification provides for the compounding of interest.

The date of this Debt Modification Agreement (Modification) is .

You and I have entered into a Prior Obligation which is evidenced by

dated in the original principal amount of / with a maximum possible principal amount of $ ,

payable on demand. / payable on demand but if no demand is made, by the maturity date of . / with a maturity date of

.

As of the date of this Modification, the amount remaining due is / current amount outstanding on the Prior Obligation is $

principal (Principal) plus $ accrued interest, for a total of $ .

For value received, you and I agree to modify the Prior Obligation as follows.

Any amount assessed or collected as interest will be limited to the maximum lawful amount of interest allowed by state or federal

law. 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.

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

(Seal)

Entity Name

Signature Date Signature Date

Signature Date Signature Date

Entity Name

Signature Date Signature DateNOT TO BE USED FOR LOANS SUBJECT TO CONSUMER LENDING LAWSCOMMERCIAL DEBT MODIFICATION AGREEMENT

1998, 2001 Bankers Systems, Inc., St. Cloud, MN Form COMM-DMOD 7/1/2004-

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SECURED PARTY NAME AND ADDRESS

DEBTOR SIGNATURE

CERTIFICATION OF NAME AND ADDRESS

BACKGROUND.

DEBTOR NAME.

DEBTOR LOCATION.

TERM AND FUTURE PROVISIONS.

DEBTOR NAME AND ADDRESS

The date of this Certification of Name and Address (Certification) is .

This Certification is executed in conjunction with a security agreement between Debtor and SecuredParty, dated , under which Debtor gives Secured Party a security interest inDebtor's property, as described in the security agreement. This Certification is executed for the purpose of providing,warranting, and verifying Debtor's name and address for the purpose of perfecting Secured Party's security interest underthe Uniform Commercial Code.

Debtor hereby warrants to Secured Party that the following is Debtor's complete and correct legal name:.

Debtor will provide Secured Party with verification of Debtor's exact legal name, if requested, at the same time thisCertification is executed.

Debtor further warrants that the address or location appearing below is Debtor's (check one andprovide address or location in space below)

principal residence (individual)state of registration/incorporation (if Debtor is a registered entity under state law)chief executive offices (if Debtor is not registered and has more than one place of business)sole place of business (if Debtor is not registered and has a single place of business)

This Certification will remain in effect until Secured Party terminates all securityinterests Secured Party has in Debtor's property. Debtor agrees to provide Secured Party with 30 days written notice inadvance of making any changes to Debtor's name, location, or state of registration, as provided in this Certification.

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-2000 Bankers Systems, Inc., St. Cloud, MN Form CERT-9-INFO 11/6/2000 (page 1 of 1)

______________________ ______________________ ______________________

______________________ ______________________ ______________________

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LENDER'S NAME AND ADDRESSBORROWER'S NAME AND ADDRESS"You" means the lender, its successors and assigns.

Loan Number

Date

Mat. Date

Loan Amount $

Renewal Of

"I" includes each borrower above, jointly and severally.

I hereby authorize and request the following disbursement from the loan referenced above:

a. Amount given to me directly $ o. $

b. Amount paid on my account (# ) $ p. $

c. To Lender $ q. $

Amounts paid to others on my behalf: r. $

d. Insurance Companies $ s. $

e. Public Officials $ t. $

f. $ u. $

g. $ v. $

h. $ w. $

i. $ x. $

j. $ y. $

k. $ z. $

l. $ aa. $

m. $ bb. $

n. $ cc. $

X

X

X

Comments:

Loan Officer:

X

X

X

(page 1 of 1)1985 Bankers Systems, Inc., St. Cloud, MN Form DA 6/30/2000-

DISBURSEMENT AUTHORIZATION

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THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

FILING OFFICE COPY

1. EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

5.7.

2. ADDITIONAL EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

3. NAME

4.

NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07/29/98)

A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

8.

6.

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

DEBTOR'S

DEBTOR'S

SECURED PARTY'S

1a. ORGANIZATION'S NAME

1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

1d. TAX ID #: SSN OR EIN 1g. ORGANIZATIONAL ID #, if anyADD'L INFO REORGANIZATIONDEBTOR

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

OR

NONE

ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLER/BUYER AG. LIEN NON-UCC FILING

Check to REQUEST SEARCH REPORT(S) on Debtor(s)[ADDITIONAL FEE] [optional]

2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

2d. TAX ID #: SSN OR EIN 2g. ORGANIZATIONAL ID #, if anyADD'L INFO REORGANIZATIONDEBTOR

2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

OR

NONE

All Debtors Debtor 1 Debtor 2

(or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

This FINANCING STATEMENT covers the following collateral:

OR

Bankers Systems, Inc., St. Cloud, MN Form UCC-1-LAZ 5/30/2001

2a. ORGANIZATION'S NAME

2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

3a. ORGANIZATION'S NAME

3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

OPTIONAL FILER REFERENCE DATA

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REALESTATE RECORDS. Attach Addendum [if applicable]

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f

UCC FINANCING STATEMENT

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1989, 2000 Bankers Systems, Inc., St. Cloud, MN Form UCC-ADD-LAZ 1/23/2001 (page 1 of 1)

DEBTOR SECURED PARTY SHEET No.

INSTRUCTIONS

(1) FILING OFFICER COPY - ALPHABETICAL

-

1. Remove Secured Party and Debtor copies and send other 3 copies to the filing officer.

2. At the time of the original filing, filing officer will return the third (3rd) copy as an acknowledgment.

3. When filling out this form be sure to indicate state name in appropriate space.

4. Be sure to file this form with original financing statement.

ADDENDUM TO UNIFORM COMMERCIAL CODE FINANCING STATEMENTS

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ll

l

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Inventory:

General Intangibles:

Accounts and Other Rights to Payment:

Deposit Accounts:

Instruments and Chattel Paper:

Farm Products and Supplies:

Documents:

Government Payments and Programs:

Investment Property:

Equipment:

All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw

All general intangibles including, but not limited to, tax refunds, patents and applications for patents, copyrights, trademarks,

equipment, shop equipment, office and record keeping equipment, parts, and tools. The property includes any equipment described ina list or schedule Debtor gives to Secured Party, but such a list is not necessary to create or perfect a valid security interest in all ofDebtor's equipment.

property or services sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) whichDebtor may have by law or agreement against any account debtor or obligor of Debtor.

All rights to payment, whether or not earned by performance, including, but not limited to, payment for

securities accounts, commodity contracts, commodity accounts, and financial assets.

All deposit accounts including, but not limited to, demand, time, savings, passbook, and similar accounts.

All instruments, including negotiable instruments and promissory notes and any other writings or records thatevidence the right to payment of a monetary obligation, and tangible and electronic chattel paper.

materials, work in process, or materials used or consumed in Debtor's business.

trade secrets, goodwill, trade names, customer lists, permits and franchises, payment intangibles, computer programs and allsupporting information provided in connection with a transaction relating to computer programs, and the right to use Debtor's name.

The Financing Statement to which this addendum is attached covers the types (and items) of property indicated below that Debtor owns or hassufficient rights in which to transfer an interest, now or in the future, wherever the property is or will be located, and all proceeds and products of theproperty (including, but not limited to, all parts, accessories, repairs, replacements, improvements, and accessions to the property):

All farm products including, but not limited to, all poultry and livestock and their young, along with their produce,products, and replacements; all crops, annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines, andother supplies used or produced in Debtor's farming operations.

All documents of title including, but not limited to, bills of lading, dock warrants and receipts, and warehouse receipts.

All payments, accounts, general intangibles, and benefits including, but not limited to, payments in kind,deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance and diversion payments,production flexibility contracts, and conservation reserve payments under any preexisting, current, or future federal or stategovernment program.

All investment property including, but not limited to, certificated securities, uncertificated securities, securities entitlements,

All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and

TOTAL NUMBER OF SHEETS .................................................STATE OF..................................................................................ALASKA 3

X-360 INTERGALACTIC BANK MAIN 2

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FILING OFFICE COPY -- NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 07/29/98)Bankers Systems, Inc., St. Cloud, MN Form UCC-3-LAZ 5/30/2001

1a. INITIAL FINANCING STATEMENT FILE # 1b. This FINANCING STATEMENT AMENDMENT isto be filed [for record] (or recorded) in theREAL ESTATE RECORDS.

(full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.

Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement iscontinued for the additional period provided by applicable law.

6a. ORGANIZATION'S NAME

6b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

7a. ORGANIZATION'S NAME

7b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

NONE

ADD'L INFO REORGANIZATIONDEBTOR

check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

7d. TAX ID #: SSN OR EIN 7e. TYPE OF ORGANIZATION 7f. JURISDICTION OF ORGANIZATION 7g. ORGANIZATIONAL ID #, if any

9a. ORGANIZATION'S NAME

9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

This Amendment affects Debtor or Secured Party of record. Check only one of these two boxes.

Also check one of the following three boxes and provide appropriate information in items 6 and/or 7.

CHANGE name and/or address: Give current record name in item 6a or 6b; also give new DELETE name: Give record name ADD name: Complete item 7a or 7b, and alsoname (if name change) in item 7a or 7b and/or new address (if address change) in item 7c. to be deleted in item 6a or 6b. item 7c; also complete items 7d-7g (if applicable).

OF OF (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which

adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of authorizing this Amendment.

UCC FINANCING STATEMENT AMENDMENTFOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

4. ASSIGNMENT

2. TERMINATION:

3. CONTINUATION:

6. CURRENT RECORD INFORMATION:

OR

8. AMENDMENT (COLLATERAL CHANGE):

7. CHANGED (NEW) OR ADDED INFORMATION:

10. OPTIONAL FILER REFERENCE DATA

OR

OR

5. AMENDMENT (PARTY INFORMATION):

9. NAME RECORD AUTHORIZING THIS AMENDMENTDEBTOR

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

SECURED PARTY

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Financing Statement Filing Authorization

DateReference

Debtor authorizes Secured Party to file a financing statement covering Debtor's collateral, described as follows :

All assets or all personal property.

All business assets.

Other (describe below)

By signing below, Debtor authorizes Secured Party to file a financing statement covering the Property as of the date of this Agreement.

Debtor.

Title Title

Title Title

Secured Party Debtor

Authorization

Signatures

(Property)

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x x

x x

Financing Statement Filing Authorization

-2003 Bankers Systems, Inc., St. Cloud, MN Form UCC1-AUTH 4/25/2003 (page 1 of 1)

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BUSINESS PURPOSE AFFIDAVIT

Lender's Name & AddressBorrower's Name & Address

STATE OF

COUNTY OFSS.

I, as (or on behalf of) Borrower, do solemnly swear as follows:

1.

2.

3.

4.

5.

6.

The proceeds of the loan or other extension of credit, evidenced by

, will be used in the following

type of business: .

The proceeds of the loan and/or other extensions of credit will be used primarily for agricultural, commercial,

investment, or business purposes, the exact nature which is as follows:

.

The proceeds of the loan shall not be used for or applied to the purchase of or maintenance of real estate

occupied by Borrower as Borrower's residence without Lender's prior written consent.

Borrower is exercising and will continue to exercise actual control over the managerial decisions of the

business concerning the use of funds and/or credit to be derived from the loan agreements between the

Lender and the business.

The loan is not secured by an assignment of wages, salaries or compensation for the services of Borrower

nor by the household furniture or other goods of Borrower used for personal, family or household purposes.

All statements made herein are true, correct and accurate.

Dated: Signed:

Subscribed and Sworn to Before Me

the day of , .

Notary Public

(identify document)

NOTICE

ANY PERSON KNOWINGLY MAKING A FALSE STATEMENT ON ANY APPLICATION FOR A LOAN MAY BE

SUBJECT TO A FINE AND IMPRISONMENT UNDER THE PROVISIONS OF 18 U.S.C.A. SECTIONS 1014 &

1344 AND APPLICABLE STATE LAW.

1995 Bankers Systems, Inc., St. Cloud, MN Form BPA 7/13/95-127

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BUSINESS PURPOSE STATEMENT

Lender's Name & AddressBorrower's Name & Address

I, as (or on behalf of) Borrower, state as follows:

1.

2.

3.

4.

5.

6.

The proceeds of the loan or other extension of credit, evidenced by

, will be used in the following

type of business: .

The proceeds of the loan and/or other extensions of credit will be used primarily for agricultural, commercial,

investment, or business purposes, the exact nature which is as follows:

.

The proceeds of the loan shall not be used for or applied to the purchase of or maintenance of real estate

occupied by Borrower as Borrower's residence without Lender's prior written consent.

Borrower is exercising and will continue to exercise actual control over the managerial decisions of the

business concerning the use of funds and/or credit to be derived from the loan agreements between the

Lender and the business.

The loan is not secured by an assignment of wages, salaries or compensation for the services of Borrower

nor by the household furniture or other goods of Borrower used for personal, family or household purposes.

All statements made herein are true, correct and accurate.

Dated: Signed:

(identify document)

NOTICE

ANY PERSON KNOWINGLY MAKING A FALSE STATEMENT ON ANY APPLICATION FOR A LOAN MAY BE

SUBJECT TO A FINE AND IMPRISONMENT UNDER THE PROVISIONS OF 18 U.S.C.A. SECTIONS 1014 &

1344 AND APPLICABLE STATE LAW.

1995 Bankers Systems, Inc., St. Cloud, MN Form BPS 7/10/95-129

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FINANCIAL INSTITUTION:

The date of this Arbitration Agreement (Agreement) is ..................................... andthe parties (Parties), their addresses and tax identification or social security numbers, if required, are as follows:

The Agreement concerns any dispute, claim or other matter in questionbetween or among the Parties (Dispute). Any party may submit a Dispute to binding arbitration, except asotherwise indicated in the Agreement or agreed to in writing by the Parties.

The arbitrator shall determine whether a Dispute is arbitrable. A single arbitrator shall resolve any Dispute,whether individual, joint or class in nature, or whether based on contract, tort or any other matter at law or inequity.

The Parties agree to limit the Dispute to those arising out of or relating to the agreements or transactionsdescribed as follows.

All Parties must consent to arbitrate any Dispute concerning a debt secured byreal estate at the time of the proposed arbitration. The Parties will not arbitrate any Dispute within any "CoreProceedings" under the United States Bankruptcy Code.

If checked, refer to the attached Addendum for additional customers and their signatures. The Parties acceptthe Addendum and make it a part of this Agreement.

, ...................................................................................................

Loan agreements include any loan applications, loan commitments, promissory notes and line of creditagreements. Loan agreements also include any security agreements, assignments, mortgages, deeds of trust orother collateral documents, as well as guaranties. Loan agreements also include, without limitation, otherdocuments, instruments and proposed loans or extensions of credit that relate to the identified loan agreements.

.

The Parties will not arbitrate any Dispute in the amount of $ ................................................................ or less.

CUSTOMERS:

...........................................................................................................................................

ARBITRATION AGREEMENTDATE AND PARTIES.

AGREEMENT TO ARBITRATE.

ARBITRATION EXCEPTIONS.

1.

2.

3.

Loan Agreements

Other Agreements or Transactions

Dispute Amount.

Additional Exceptions.

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(as described)

(as described)

ARBITRATION AGREEMENT

1994 Bankers Systems, Inc., St. Cloud, MN (1-800-397-2341) Form ARBITRATELAZ 11/13/97-

(page 1 of 3)

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The financial institution may foreclose or exercise any powers of sale against real property securing a debtunderlying any Dispute before, during or after any arbitration. The financial institution may also enforce the debtsecured by this real property and underlying the Dispute before, during or after any arbitration.

A provisional remedy is a secondary judicial proceeding related to the Dispute. A party may ask for a provisionalremedy to preserve this party's rights or to prevent irreparable injury. Any party may seek provisional remediesat any time from a court having jurisdiction.

Provisional remedies include without limitation a temporary restraining order, a preliminary injunction, anattachment, a replevin, a sequestration, a garnishment, a claim and delivery or an appointment of a receiver.

Foreclosing or exercising a power of sale, beginning and continuing a judicial action or pursuing self-helpremedies shall not constitute a waiver of the Parties' right to compel arbitration.

The arbitrator may combine into a single hearing all disputes falling into thescope of this Agreement. If the arbitrator refuses a request for consolidation, then any party may ask a courthaving jurisdiction for a consolidation order.

The Parties will appoint the initial arbitrator within fifteen calendar daysafter the non-demanding Parties receive the demand for arbitration. If the Parties are unable to appoint anarbitrator within this time, then the Parties' arbitration association, or if none, a court having jurisdiction, mayappoint the arbitrator.

The Parties acknowledge that the agreements, transactions or the relationships which resultfrom the agreements or transactions between and among the Parties involve interstate commerce. The FederalArbitration Act, 9 U.S.C. § 1 et seq., as amended, shall govern the interpretation and enforcement of thisAgreement.

All proceedings arising out of this Agreement shall be private. The Parties shall notmake known any documents or information received in connection with the arbitration proceedings, except asrequired in a later judicial or regulatory proceeding or examination.

Before disclosing information received during arbitration, a party shall notify the other parties in writing of itsplanned disclosure and the exception allowing the disclosure. The notifying party should also provide the otherparties with a reasonable opportunity to stop or limit disclosure. Any arbitrators, witnesses and court reportersshall sign appropriate nondisclosure agreements in order to carry out this Agreement.

The arbitrator shall prepare and sign a written award. The award should state who prevails and therelief granted. The arbitrator shall deliver the award to the Parties personally or by registered or certified mailwith return receipt requested.

The arbitrator shall make the award within ten days after the hearing or rehearing ends, unless the Parties consentin writing to a different deadline. A party waives its objection that the arbitrator did not make the award withinthe required time, unless the party objects in writing to the arbitrator before the arbitrator delivers the award.

Any court having jurisdiction may enter a judgment or decree on the arbitrator's award. This judgment or decreeshall be enforced as any other judgment or decree.

The Agreement and all documents signed at the same time representthe entire understanding between the Parties. The Parties will not use evidence of their earlier, simultaneous,or later oral agreements. The Parties will only amend the Agreement in writing.

Whenever used, the singular shall include the plural and the plural, the singular.

If any arbitrator or court decides that any terms of this Agreement areunenforceable, then the Parties agree to cut the unenforceable terms from those remaining. The Parties agreethat the remaining terms will be enforceable.

Any terms that are not defined in the Agreement shall be defined by any related documents signedat the same time as the Agreement.

The Agreement's duties and rights shall bind and benefit the heirs, personal representatives,principals, affiliates, successors and assigns of the Parties.

When a party's name, address or other application information changes, this party will quickly givewritten notice of this change to all other parties.

DISPUTE CONSOLIDATION.

APPOINTMENT OF ARBITRATOR.

CHOICE OF LAW.

PRIVATE PROCEEDINGS.

AWARD.

GENERAL PROVISIONS.a.

b.

c.

d.

e.

f.

4.

5.

6.

7.

8.

9.Entire Agreement and Modifications.

Number.

Unenforceable Provisions.

Definitions.

Successors.

Notice.

1994 Bankers Systems, Inc., St. Cloud, MN (1-800-397-2341) Form ARBITRATELAZ 11/13/97-

(page 2 of 3)

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1994 Bankers Systems, Inc., St. Cloud, MN (1-800-397-2341) Form ARBITRATELAZ 11/13/97-(page 3 of 3)

ARBITRATION ASSOCIATION.

ARBITRATION RULES.

ADDITIONAL TERMS.

SIGNATURES:

ATTORNEYS' SIGNATURES (Optional, but recommended in Texas.):

Costs and Fees.

Punitive Damages.

Place of Arbitration.

Other Terms.

10.

11.

12.

Any Dispute will be arbitrated by .......................................................................................................................................................

The arbitration of any Dispute will be governed by the rules in effect on the date ofthis Agreement under

This agreement will govern when an inconsistency exists between this Agreement and these arbitration rules.

If checked, the following terms shall apply to this Agreement:

By signing below, the Parties agree to the terms and covenants contained in this Agreementand in any attachments. The Parties also acknowledge receipt of a copy of this Agreement on the date stated onpage 1.

Entity Name: ...................................................... Entity Name: ....................................................

........................................................................ .....................................................................

........................................................................ .....................................................................

By signing below, the Parties'attorneys, if any, affirm that the identified Parties are their clients and that these Parties entered into thisAgreement on advice and approval of their respective attorneys.

........................................................................ .....................................................................

........................................................................ .....................................................................

The arbitrator shall award all arbitration costs and fees to the Parties prevailing onsubstantially all of its claims. Arbitration costs and fees include those incurred before and after an award ismade. Arbitration costs and fees include without limitation any arbitrator's fees, administrative costs and fees,witness fees and related court costs and fees.

The Parties waive any claim to damages exceeding compensatory damages. The arbitratorshall not award punitive, exemplary or consequential damages exceeding compensatory damages.

Unless otherwise agreed to by the Parties, the arbitration proceeding shall be conductedin ........................................................................................................................... .

(name of arbitrator or arbitration association).

(name the arbitration rules adopted and any specific rules which are modified or not adopted)

Attorney's Signature Date Attorney's Signature DateName of Client Name of Client

Attorney's Signature Date Attorney's Signature DateName of Client Name of Client

Signature Date Signature Date

Signature Date Signature Date

(city, state)

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WAIVER OF RIGHT TO TRIAL BY JUDGE OR JURY. The Parties understand that they have aright or opportunity to litigate their Dispute through a trial by judge or jury, but that they preferto resolve their Dispute through arbitration instead of litigation. The Parties voluntarily andknowingly waive their right to have a trial by judge or jury during any arbitration of theirDispute.

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DEPOSIT ACCOUNT CONTROL AGREEMENT

-

Applicable Law.

Amendment, Integration and Severability.

Interpretation.

Notice.

Secured Party.

X

X

X

X

X

Debtor.

Depositary.

This Agreement is governed by the laws of

This Agreement may notbe amended or modified by oral agreement. No amendment ormodification of this Agreement is effective unless made in writing andexecuted by all parties. This Agreement is the complete and finalexpression of the understanding between all parties. If any provision ofthis Agreement is unenforceable, then the unenforceable provision will besevered and the remaining provisions will still be enforceable.

Whenever used, the singular includes the plural and theplural includes the singular. Reference to in this Agreementrefers to all accounts described in the Account Description section.Section headings are for convenience only and are not to be used tointerpret or define the terms of this Agreement.

Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to the appropriate party'saddress on this Agreement, or to any other address designated in writing.Time is of the essence.

Depositary agrees to comply with instructions originated by Secured Partydirecting the disposition of the funds in the Account (defined below)without further consent by Debtor. Debtor agrees that Depositary is notliable for complying with instructions issued by Secured Party. SecuredParty agrees that Depositary is not liable for complying with Debtor'sinstructions before Secured Party notifies Depositary to the contrary.Debtor is not permitted to withdraw any of the Account or its proceedswithout Secured Party's prior written consent. Depositary will not permitany other individual or entity to obtain control of the Account. Depositarysubordinates any security interest it may have to Secured Party's securityinterest in the Account.

Each party agrees to the terms of this Agreement and acknowledgesreceipt of a copy of this Agreement. This Agreement becomes effectiveon the date of the final signature.

Except as otherwise provided to Secured Party in the Additional Termssection of this Agreement, Depositary warrants that the Account describedin the Account Description section is owned by Debtor, Debtor has fulland exclusive right to access the Account, and the Account is notevidenced by an instrument. Depositary is aware of no other claims toDebtor's assets held by Depositary. Depositary has no agreements withDebtor contrary to this Agreement or that would render this Agreementineffective.

(include any other terms, and exceptions to any warranties, in this space).

Date

Date

Date

Date

Date

The Deposit Account subject to this Agreement includes the followingdescribed Deposit Accounts (Account) and all proceeds and products ofthe Account:

Title

Title

Title

Title

Title

Account

Agreement Date

Deposit Account Control Agreement2000 Bankers Systems, Inc., St. Cloud, MN Form CTRL-DEP 7/8/2003

Secured Party Debtor Depositary

Signatures

Account Description

Control

Warranties

Other Terms

Additional Terms

(page 1 of 1)

________________________

________________________

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LOAN DESCRIPTIONDEBTOR NAME AND ADDRESS LENDER NAME AND ADDRESS

SIGNATURES.

DEBTOR: LENDER:

NumberAmount $Date

(Loan)l If checked, refer to the attached Addendum incorporated herein for additional Debtors and their signatures.

By signing, Debtor agrees to the terms contained in this Addendum, and acknowledges receipt of a copy of this Addendum.

Small Business AdministrationLien Instrument Addendum

When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will beconstrued in accordance with federal law.

Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, givingnotice, foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunityfrom local or state control, penalty, tax or liability. No Borrower, Debtor or Guarantor may claim or assert against SBAany local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan.

This Small Business Administration Lien Instrument Addendum (Addendum) is incorporated into, amends and supplementsthe terms of the (Lien Instrument) dated between the Debtor andLender, which secures a Loan from Lender to .

This Addendum is executed for the purpose of including additional terms required by the Small Business Administration.Where inconsistent with the terms of the Lien Instrument, the terms of this Addendum shall prevail.

The Loan secured by this lien was made under a United States Small BusinessAdministration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States isseeking to enforce this document, then under SBA regulations:

a)

b)

Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by thisinstrument.

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SMALL BUSINESS ADMINISTRATION LIEN INSTRUMENT ADDENDUM2002 Bankers Systems, Inc., St. Cloud, MN Form SBA-ADD 1/7/2002

SBA GUARANTIED LOAN.

____________________________________________________________________________________

__________________________________________

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Food Security Act Documents

The following documents are included in this section:

LPB-FSA: Listing of Potential Buyers

LPB-VER: Verification of List of Potential Buyers

NSI-FSA: Notice of Security Interest

The historian, essentially, wants more documents than he can really use.

Henry James

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Debtor agrees to provide to Secured Party a written list of the buyers, commission merchants and selling agents to or through whom Debtor may sellthe farm products described in the Security Agreement given to Secured Party and executed by Debtor on the "Security Agreement Date" specifiedabove. As used in this document, the terms "farm products," "buyers," "commission merchants," and "selling agents" have the meanings given tothem by the Federal Food Security Act of 1985.

Debtor is providing to Secured Party the following list of potential buyers, selling agents and commission merchants to or through whom Debtoranticipates selling the farm products described in the Security Agreement executed by Debtor on the "Security Agreement Date" specified above.Debtor is aware that sale of the farm product collateral to or through anyone not on this list is illegal unless Debtor notifies the Secured Party in writingof the identity of the buyer, selling agent, or commission merchant at least 7 days prior to the sale or Debtor accounts to the Secured Party for theproceeds of the sale not later than 10 days after the sale. Debtor agrees that Secured Party may require any check or draft issued as full or partialpayment for the sale of farm products to be made payable to both Debtor and Secured Party. Debtor agrees to keep this list current and to promptlynotify Secured Party of any changes to this list.Debtor and Secured Party intend that the above terms and the following list amend and become a part of the Security Agreement described above.

Date:

LoanNo.:SecurityAgreementDate:

If checked, this list replaces any prior list provided by Debtor to Secured Party. Debtor agrees not to sell any farm products covered by thedescribed Security Agreement to anyone named on any prior list unless that same person or entity is also listed above.

By:

Debtor acknowledges receipt of a copy of thisdocument on the date shown above.

X

X

X

Debtor's Name, Address and Taxpayer I.D. Number Secured Party's Name and Address

Name Address Farm Product Type

Secured Party: Debtor's Signature:

LISTING OF POTENTIAL BUYERS, SELLING AGENTS OR COMMISSIONMERCHANTS.

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1987 Bankers Systems, Inc., St. Cloud, MN Form LPB-VER 6/25/87

Secured Party's Name and AddressDebtor's Name, Address and Taxpayer I.D. Number

CAUTION - SELLING FARM PRODUCTS IN WHICH YOU HAVE GIVEN US A SECURITY INTEREST TO OR THROUGH ANYONE WHO IS NOT ON THELIST MAY SUBJECT YOU TO A PENALTY OF UP TO THE GREATER OF $5,000 OR 15% OF THE VALUE OF THE FARM PRODUCTS SOLD.

Date:

Date:

SecurityAgreement

I agree that the Secured Party may send notice of its security interest in my farm products to any persons or entities I have added to the list ofpotential buyers, commission merchants and selling agents. I also agree that I will not sell any of the farm products subject to the Secured Party'ssecurity interest to any person or entity that is not named on the list or that I have deleted above. I acknowledge that I have received a copy of thisdocument.

We have included a copy of the list for your reference. previously provided a copy of the list to you.

Please complete either Part 1 (if there is no change to the list) or Part 2 (if you are adding or deleting names) below, keep one copy for your records

and return the original to us by .

I acknowledge that the list of potential buyers, commission merchants and selling agents of farm products that I provided to the above named SecuredParty (including any modifications of such list made in writing before today's date) is unchanged and remains in full force and effect. I agree that I willnot sell any of the farm products subject to the Secured Party's security interest to any person or entity not named on the list. I acknowledge that Ihave received a copy of this document.

To the above-named Debtor(s):

On the Security Agreement Date specified above, you gave us a security interest in certain farm products and, in connection with that securityinterest, you have provided to us a list of the potential buyers, selling agents and commission merchants of those farm products. In an effort to keepour files up to date, we request that you complete this verification of the information contained on that list. Failure to complete and return thisverification will keep the existing list in full force and effect.

(1) Add the following names to the list:

Name Address Farm Product Type

(2) Delete the following names from the list:

Name Address

I acknowledge that the list of potential buyers, commission merchants and selling agents of farm products that I provided to the above named SecuredParty (including any modifications of such list made in writing before today's date) is unchanged except for the following:

VERIFICATION OF LIST OF POTENTIAL BUYERS

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(Debtor's Signature) (Date)

Complete this part to make changes to your list.

Complete this part only if you are not changing your list.

(Signature of Authorized Representative of Secured Party)

(Debtor's Signature) (Date)

(Debtor's Signature) (Date)(Debtor's Signature) (Date)

PART 2

PART 1

AMENDMENT

VERIFICATION

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NOTICE OF SECURITY INTERESTDate:

This notice amends an earlier notice dated .

Description Crop Year(s) Amount

Description Crop Year(s) Amount

The Debtor has named you as a potential buyer, commission merchant or selling agent of farm products. You are hereby given notice pursuantto the Food Security Act of 1985 that the Debtor has given a security interest to the Secured Party in (1) the farm products described belowand (2) any proceeds from the sale of such farm products. This notice is effective for 1 year from the date you receive it.

Description Amount

If no amount is specified for the above described farm products, the security interest covers all such farm products without limitation as toamount.

The farm products described above are or may be located on ( ):

The security interest also covers the described farm products wherever located and is not limited to those located on the above property.

You will be subject to the security interest of the Secured Party in the farm products unless the following payment obligations are satisfied:

Any check or draft issued to Debtor as full or partial payment for any sale of such farm products must be made payable to both the Debtorand the Secured Party, delivered to or received by Secured Party, and finally paid.

If property other than checks or drafts is given as full or partial payment for the sale of such farm products, you must deliver a writtennotice describing the property in detail to the undersigned at the address stated above within three days after such sale.

Satisfaction of the payment obligations will not affect the security interest of the Secured Party in proceeds of the sale of such farm products.

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(Name of Debtor and Soc. Sec. or Taxpayer I.D. Number)

(Name of Debtor and Soc. Sec. or Taxpayer I.D. Number)

(Address)

Name and Address of Secured Party

describe property and county or parish where farm products are or may be located

(Signature of Authorized Representative of Secured Party)

PRODUCTS OF CROPS OR LIVESTOCK:

To:

Re:

AGRICULTURAL COMMODITIES:

LIVESTOCK:

PAYMENT OBLIGATIONS

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Letter of Credit Documents

The following documents are included in this section:

LC-SB-APP: Irrevocable Standby Letter of Credit Application

LC-STANDBY: Irrevocable Standby Letter of Credit

LC-SB-REIMB: Irrevocable Standby Letter of Credit Reimbursement Agreement

The historian, essentially, wants more documents than he can really use.

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IRREVOCABLE STANDBY LETTER OF CREDIT APPLICATIONIssuer Name and Address:

BENEFICIARYAPPLICANT

DATE AND PARTIES. The date of this Irrevocable Standby Letter of Credit Application (Application) is .The parties and their addresses are:

APPLICATION. Applicant requests that Issuer issue an Irrevocable Standby Letter of Credit (Letter of Credit) in favor of Beneficiary for theaccount of Applicant up to the aggregate sum of $ (

U.S. Dollars). The Letter of Credit should be available by draft or drafts drawn in UnitedStates dollars on you at sight when accompanied by the following documents:

The original Letter of Credit, together with any amendments.A sight draft drawn by Beneficiary on Issuer.A signed statement by Beneficiary including the following statement:

Other documents:

Issuer should advise of the existence of this Letter of Credit by certified United States First Class mail to:Advising Bank ( )Beneficiary

EXPIRATION. This Letter of Credit will expire at Issuer's office at (time)on (date).

DRAWINGS. Partial drawings should not be permitted under this Letter of Credit.Partial drawings will be permitted. The maximum number of drawings that may be made on this Letter of Credit is

.

TRANSFERABILITY. This Letter of Credit is transferable non-transferable.

SPECIAL INSTRUCTIONS:

PAYMENT. Applicant authorizes Issuer to debit drawings, fees, and other charges incurred under this Letter of Credit and ReimbursementAgreement to account No. , or to any other account or accounts as agreed in this Application orReimbursement Agreement.

INTEREST. Applicant agrees to pay Issuer interest on all amounts owing under the terms of this Application and Reimbursement Agreementfrom the date Issuer is first entitled to demand payment at a rate of:

percentpercent above Issuer's prime rate then in effect. The Prime Rate is quoted by

as adjusted and announced from time to time. This Index is used by Issuer asa benchmark for determining the interest rate on certain commercial loans and, depending on the circumstances, loans may be priced at orabove the Prime Rate. The interest rate applicable to this Application will change as the Prime Rate changes.

FEES AND CHARGES. Applicant agrees to pay the following fees and charges for this transaction:

-2001 Bankers Systems, Inc., St. Cloud, MN Form LC-SB-APP 1/11/2002 (page 1 of 2)

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By By

Dated:

By

ACCEPTANCE BY ISSUER. Issuer agrees to issue an Irrevocable Standby Letter of Credit pursuant to the terms of this Application and theseparate Reimbursement Agreement.

REIMBURSEMENT AGREEMENT. This Application is subject to a Reimbursement Agreement, dated ,executed by Applicant in favor of Issuer (Reimbursement Agreement). By signing this Application, Applicant acknowledges receipt of a copy ofthe Reimbursement Agreement and agreement with its terms.

SIGNATURE BY APPLICANT(S). Applicant agrees to fulfill the terms and conditions specified in this Application and authorizes Issuer to issuean Irrevocable Standby Letter of Credit in favor of Beneficiary in any form not materially inconsistent with the information in this Application.Applicant acknowledges and agrees, that acceptance of this Application by the Issuer does not constitute a commitment or agreement by theIssuer to issue or open the Letter of Credit described in this Application and that the opening of the Letter of Credit is subject to approval by theIssuer and receipt by Applicant of an indication of such approval.

(Applicant Name)

(Signature) (Signature)

(Name and Title of Signer) (Name and Title of Signer)

(Signature)

(Name and Title of Signer)

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IRREVOCABLE STANDBY LETTER OF CREDIT

ISSUER:

Date of Issue: Letter of Credit Number:

Amount: U.S. $

( U.S. DOLLARS)

For Account Of:For Benefit Of:

LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit (Letter of Credit) in favor of Beneficiary in the

amount indicated above. Beneficiary may draw on this Letter of Credit with a Draft (or Drafts, if the maximum number of drawings is

greater than one) together with the documents described below. Each Draft shall be signed on behalf of Beneficiary and be marked

"Drawn under Letter of Credit No. dated ." Drafts must be presented at

Issuer's address shown above on or before the Expiration Date. The presentation of any Draft shall reduce the Amount available under

this Letter of Credit by the amount of the Draft.

This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary. This obligation cannot be modified by any

reference in this Letter of Credit, or any document to which this Letter of Credit may be related.

This Letter of Credit expires on the Expiration Date.

DRAWINGS.

Partial drawings shall not be permitted under this Letter of Credit.

Partial drawings are permitted. The maximum number of drawings that may be made is .

DOCUMENTS. Each Draft must be accompanied by the following, an original and two copies except as stated:

The original Letter of Credit, together with any amendments.

A sight draft drawn by Beneficiary on Issuer.

A signed statement by Beneficiary including the following statement:

Other documents:

Issuer shall be entitled to accept a draft and the documentation described above, as required by the terms of this Letter of Credit, from

any person purporting to be an authorized officer or representative of Beneficiary without any obligation or duty on the part of Issuer to

verify the identity or authority of the person presenting the draft and such documentation.

SPECIAL INSTRUCTIONS:

Applicant Name and AddressBeneficiary Name and Address

[Issuer name] [Letter of Credit number] [Letter of Credit date]

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(Issuer Name)

(Signature) (Date)

(Signer Name and Title)

By

the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication

No. 600 (UCP), or any later version or amendment.

the International Standby Practices 1998 (ISP98).

APPLICABLE LAW. This Letter of Credit shall be governed by:

This Letter of Credit shall also be governed by the laws of , the United States of

America, so long as such laws are not inconsistent with the UCP or ISP, as applicable.

TRANSFERABILITY. This Letter of Credit is transferable non-transferable.

If Beneficiary has not drawn the full amount of this Letter of Credit prior to the Expiration Date, the Expiration Date shall be

extended for a period of days from the Expiration Date, unless Issuer notifies Beneficiary in writing at least

days prior to the Expiration Date that Issuer elects not to extend this Letter of Credit. In any event, this Letter

of Credit shall expire on without any notice from Issuer to Beneficiary.

EXPIRATION DATE. This Letter of Credit expires at the close of business at Issuer's address at (Time)

on (Date). Issuer agrees to honor all Drafts presented in

strict compliance with the provisions of this Letter of Credit on or before the Expiration Date.

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IRREVOCABLE STANDBY LETTER OF CREDIT REIMBURSEMENT AGREEMENT

DATE AND PARTIES. The date of this Irrevocable Standby Letter of Credit Reimbursement Agreement (Agreement) is

. The parties and their addresses are:

ISSUERAPPLICANT

CONSIDERATION AND SCOPE. In consideration of Issuer opening any Letter of Credit (Credit) in Applicant's favor, Applicantagrees to the terms of this Agreement. This Agreement shall govern any Credit issued by Issuer on or after the date of this Agreement,except as expressly provided to the contrary in writing when the Credit is applied for and issued. This Agreement is not a commitmentby Issuer to issue any Credit. Any Credit issued and subject to this Agreement will be pursuant to a separate Letter of Credit Application(Application for Credit) that is accepted by Issuer. In this Agreement, "Beneficiary" means any beneficiary of any Credit.

REIMBURSEMENT TERMS. Applicant agrees to reimburse Issuer immediately for Credit according to the following terms.(a)

(b)

(c)

(d)

SECURITY. This Agreement is secured by the following described security instruments or agreements:

CONDITIONS. Applicant will satisfy all of the following conditions prior to any obligation by the Issuer to issue any Credit. These arethe minimum conditions under which Issuer would consider issuing any Credit, but satisfaction of these conditions does not commitIssuer to issuing any Credit under this Agreement.

(a)

(b)

(c)

(d)(e)

(f)

Payment Of Draw Amounts. Applicant agrees to pay Issuer upon demand the amount of any draft or request for payment Issuerhas honored or will honor purporting to be drawn or made under any Credit. If requested by Issuer, Applicant shall pay suchamounts in advance of the date Issuer or a confirming bank is to honor the draft or request for payment. Applicant shall pay suchamount in good U.S. funds at the Issuer's address indicated in the DATE AND PARTIES section of this Agreement.Payment of Fees. Applicant agrees to pay the following fees, plus interest on such amounts at the rate indicated in thecorresponding Application for Credit: (1) all out-of-pocket expenses incurred by Issuer or its correspondents or imposed by itscorrespondents in connection with this Agreement; (2) any commission and other fees as may be agreed to between Applicant andIssuer or, in the absence of such agreement, in such reasonable amounts as may be determined by Issuer; and (3) the amountdetermined by Issuer to adequately reimburse it for its increased cost to maintain any Credit caused by any change in any law orregulation or in the interpretation of any law or regulation (such increases may include, among other things, a tax or governmentalcharge, a reserve or similar requirement, or the need to include the Credit in Issuer's calculations relating to its capitalrequirements).Payment of Interest. Applicant agrees to pay Issuer interest on all amounts owing under the terms of this Agreement at the ratespecified in the Application for the Credit. Interest shall begin to accrue on the date Issuer is first entitled to demand paymentaccording to the terms of this Agreement. Issuer's acceptance of interest does not waive its right to demand and require immediatepayment of amounts owing under this Agreement. No provision of this Agreement shall require the payment of interest at a rategreater than the maximum rate allowed by applicable law.Authorization to Charge Applicant's Account. Applicant authorizes Issuer to charge Applicant's account as indicated in theApplication for Credit for all amounts due under this Agreement and any Credit.

There has not been a default under this Agreement or any other agreement Applicant has with Issuer, nor would issuance of Creditcause such a default.Issuer has received all documents, information, certifications, and warranties as Issuer may require, all properly executed, ifappropriate, on forms acceptable to Issuer. This includes, but is not limited to, Applications for Credit, security instruments, andother supporting documentation.Applicant will have performed and complied with all conditions required for issuance of Credit in this Agreement and all otheragreements made in conjunction with issuing Credit.The warranties and representations contained in this Agreement are true and correct at the time of applying for the Credit.Applicant's most recent financial statements and other financial reports, delivered to Issuer, are current, complete, true andaccurate in all material respects and fairly represent Applicant's financial condition.No proceeding under the United States Bankruptcy Code have been commenced by or against Applicant or any affiliate ofApplicant.

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PROBLEMS WITH DOCUMENTS OR SIGNATURES. Issuer and its correspondents may accept any document appearing on its face tobe in order. This is true even if there is a problem with the form, sufficiency, correctness, genuineness, or legal effect of that documentor with the authority of any person signing that document. Issuer may refuse to pay any draft or request for payment that does notstrictly comply with a Credit even if Applicant waives that non-compliance, and even if Issuer shall have asked Applicant to waive anynon-compliance.

DELAYS, LOST DOCUMENTS, ACTS OF GOD. Issuer and its correspondents shall not be responsible for any delayed, lost, oraltered documents or communications. Also, Issuer and its correspondents shall not be responsible for interruptions of their businessescaused by acts of God, riots, civil disturbances, insurrections, wars, or other causes beyond their control or by labor disputes.

REPRESENTATIVES. If Issuer believes that a representative is acting for another person, then Issuer and its correspondents may treatany document signed by that representative as having been signed by that other person. Such a representative could include anadministrator, executor, trustee in bankruptcy, or receiver of any of the property of that other person.

FINANCIAL INFORMATION. Applicant agrees to promptly provide such financial information as Issuer shall request, including anystatements of financial condition and operations.

LIMITATION OF LIABILITY. Neither Issuer nor any of its correspondents shall be in any way responsible for any of Beneficiary'sresponsibilities to Applicant. If Issuer or any of its correspondents takes any act in connection with a Credit or any related draft,document or other communication, and it takes that act in good faith and according to United States or other applicable law, then that actshall be binding upon Applicant. Also, such act shall not cause Issuer or any of its correspondents to be liable to Applicant. "Act"includes any action, inaction, or omission. Issuer shall never be liable to Applicant for any incidental, consequential or special damages.Issuer shall not be responsible for any error, neglect, or default of any of Issuer's correspondents. None of the foregoing shall affect,impair, or prevent Issuer from exercising its rights under this Agreement.

(g)

(h)

WARRANTIES AND REPRESENTATIONS. Applicant has the right and authority to enter into this Agreement. The execution anddelivery of this Agreement will not violate any agreement governing Applicant or to which Applicant is a party.

Applicant is duly organized and validly existing in all jurisdictions in which Applicant transacts business. Applicant has the power andauthority to enter into this Agreement and to carry on Applicant's business as it is now being conducted and, as applicable, is qualifiedto do so in each jurisdiction in which Applicant operates.

The execution, delivery and performance of this Agreement and the obligation evidenced by this Agreement are within Applicant'spowers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or orderof court or governmental agency, and will not violate any agreement to which Applicant is a party or to which Applicant is or any ofApplicant's property is subject.

Other than previously disclosed in writing to Issuer, Applicant has not changed Applicant's name or principal place of business withinthe last ten years and has not used any other trade or fictitious name. Without Issuer's prior written consent, Applicant does not and willnot use any other name and will preserve Applicant's existing name, trade names and franchises.

AUTHORITY. Applicant understands that if Issuer approves Applicant's Application for Credit and issues the Credit, the Credit may bedrawn upon by the Beneficiary regardless of any representations or agreements the Beneficiary may have made to Applicant to thecontrary. In this respect, Applicant understands that Issuer will be unconditionally obligated to, and will, timely honor a properlypresented draft drawn by the Beneficiary under the Credit. If there is a drawing, Applicant will repay Issuer as provided in thisAgreement even if Applicant disputes the right of the Beneficiary to have drawn upon the Credit.

If Issuer and its correspondents believe in good faith that a request or notice was authorized by Applicant, they may rely on it. Thisapplies to oral, written, electronic or other requests or notices.

APPLICANT SHALL REVIEW CREDIT. Applicant shall review each Credit before or promptly after it is issued, and will immediatelyinform Issuer of any problems. If Applicant does not immediately inform the Issuer of any problem, then Applicant may no longer objectto that problem. If there are any amendments or modifications of the terms of the Credit, this Agreement shall be binding uponApplicant with regard to the Credit as amended.

The Application for Credit has been approved by Issuer in accordance with Issuer's internal standards and procedures for letter ofcredit transactions.Additional Conditions:

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Applicant fails to make a payment in full when due.Applicant makes an assignment for the benefit of creditors or becomes insolvent, either because Applicant's liabilities exceedApplicant's assets or Applicant is unable to pay Applicant's debts as they become due; or Applicant petitions for protection underfederal, state or local bankruptcy, insolvency or debtor relief laws, or is the subject of a petitions or action under such laws andfails to have the petition or action dismissed within a reasonable period of time not to exceed 60 days.Applicant merges, dissolves, reorganizes, or ends its business existence, or a partner or majority owner dies or is declared legallyincompetent.Applicant fails to perform any condition or to keep any promise or covenant of this Agreement.Applicant defaults on any other agreement Applicant has with Issuer.Applicant makes any verbal or written statement or provides any financial information that is untrue, inaccurate, or conceals amaterial fact at the time it is made or provided.Applicant fails to satisfy or appeal any judgment against Applicant.Applicant changes Applicant's name or assumes an additional name without notifying Issuer prior to making such a change.Applicant transfers all or a substantial part of Applicant's money or property.Issuer reasonably believes that Issuer is insecure.

the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No.

600 (UCP), or any later version or amendment.

the International Standby Practices 1998 (ISP98).

For example, Issuer's obligations to Applicant are limited according to the UCP or ISP, as applicable. This Agreement and each Credit

shall also be governed by the laws of , the United States of America, so long as such laws

are not inconsistent with the UCP or ISP, as applicable. In the event of a dispute, the exclusive forum, venue, and place of jurisdiction

will be in , unless otherwise required by law.

The users of the Credit shall be deemed Applicant's agents and Applicant shall assume all risks of their acts or omissions. Neither Issuernor Issuer's correspondents shall be responsible for (a) the adequacy or validity of any insurance or insurer; (b) the validity, sufficiencyor genuineness of documents, even if they are ultimately proven to be in any or all respects invalid, insufficient, fraudulent or forged;(c) the solvency or responsibility of any party issuing any documents; (d) delay in arrival or failure to arrive of any documents; (e) delayin giving or failure to give notice of arrival or any other notice; (f) failure of any draft to bear adequate reference to the Credit; (g)failure of documents to accompany any draft at negotiation or failure of any person to endorse on the Credit the amount of any draft orto surrender or take up the Credit or to send documents apart from drafts as required by the terms of the Credit, each of whichprovisions, if contained in the Credit itself, it is agreed may be waived by Issuer; or (h) errors, omissions, interruptions or delays intransmission or delivery of any message by mail, cable, telegraph, wireless or otherwise.

INDEMNIFICATION AND REIMBURSEMENT FOR COSTS AND LOSSES. Applicant will indemnify Issuer and its correspondents,and their officers, employees and agents, against their loss or damage in connection with any action Issuer or its correspondent shall takeor not take in connection with any Credit, unless that loss or damage is caused by Issuer's or its correspondent's gross negligence orintentional misconduct. Applicant will also reimburse Issuer for Issuer's costs of enforcing this Agreement (including reasonableattorneys' fees) and for any dispute regarding this Agreement or any Credit.

DEFAULT. Applicant will be in default if any of the following occur:(a)(b)

(c)

(d)(e)(f)

(g)(h)(i)(j)

REMEDIES. In the event of a default by Applicant, Applicant will pay to Issuer the total undrawn amount of all Letters of Creditoutstanding. That payment shall be held by Issuer without interest in Issuer's name as collateral for all of Applicant's obligations toIssuer, and may be applied to any payment that Applicant owes to Issuer at that time or a later time.

On or after default, to the extent permitted by law, Applicant agrees to pay all expenses of collection, enforcement or protection ofIssuer's rights and remedies under this Agreement. These expenses are due and payable immediately. If not paid immediately, theseexpenses 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 ofthis Agreement or any Application for Credit.

By choosing any one or more remedies, Issuer does not give up Issuer's right to use any other remedy. Issuer does not waive a default ifIssuer chooses not to use a remedy. By electing not to use any remedy, Issuer does not waive Issuer's right to later consider the event adefault and to use any remedies if the default continues or occurs again.

WAIVERS AND CONSENT. To the extent not prohibited by law, Applicant waives any right Applicant has to protest, presentment forpayment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

AGREEMENT IS BINDING. This Agreement shall be binding upon Applicant and its successors and assigns. This Agreement shall beenforceable by Issuer and its successors and assigns. Applicant may not transfer this Agreement without Issuer's written consent.

ILLEGAL PROVISIONS. If any provision of this Agreement is invalid, illegal or unenforceable, that provision shall be treated asthough it were not in the Agreement. That invalidity, illegality or unenforceability shall not affect any other provision in this Agreement.

LAW AND OTHER RULES. This Agreement and each Credit shall be governed by:

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SIGNATURES. By signing below, Applicant and Issuer agree to the terms of this Agreement and acknowledge receipt of a copy of this

Agreement.

Applicant Issuer

By By

By

MORE THAN ONE APPLICANT. If more than one person (individual or organization) signs this Agreement as "Applicant," then theterm "Applicant" means every such person, and each such person shall be jointly and severally liable for all obligations of the Applicant.Each Applicant's obligations are independent of any other Applicant's obligations. Issuer may sue any Applicant, or any number ofApplicants together, to enforce this Agreement. Each such person shall be the agent of the other. Issuer may give any notices requiredunder this Agreement to any one of those persons. Issuer may release any one of those persons without releasing the others. If any eventlisted above as an Event of Default shall occur with respect to any of those persons, it shall be an event of default. The duties andbenefits of this Agreement will bind and benefit the successors and assigns of Issuer and Applicant.

NO ORAL AGREEMENTS. This written Agreement, together with all documents executed pursuant to this transaction, represents theentire understanding between Issuer and Applicant. This Agreement may not be amended or modified by oral agreement. No amendmentor modification of this Agreement is effective unless made in writing and executed by Applicant and Issuer.

INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are forconvenience only and are not to be used to interpret or define the terms of this Agreement.

NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given bydelivering it or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to anyother address designated in writing. Notice to one party will be deemed to be notice to all parties. Applicant will notify Issuer in writingof any change in Applicant's name, address or other application information.

ADDITIONAL TERMS: Applicant agrees to the following additional terms:

(Signature) (Signature)

(Name and Title) (Name and Title)

(Signature)

(Name and Title)

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Additional Documents

The following documents are included in this section:

AITPP-ADD: Additional Insurance and Third Party Payment Addendum

API-GEN: Agreement to Provide Insurance

ATA-PL: Automatic Transfer Authorization

BAIL-ACK: Acknowledgement of Possession

COLLRCPT-LAZ: Collateral Receipt

CTRL-AGREE: Control Agreement

DEBTCANCDISC: Debt Cancellation Disclosure

G-3: Statement of Purpose (Securities)

LEA: Loan Extension Agreement

LIEN-SUB-PP: Personal Property Lien Subordination Agreement

Loan Info Report: Loan Information Report

LPCA: Participation Certificate and Agreement

M-170: Assignment of Life Insurance Policy

MBA-17A: Life Insurance Assignment Questionnaire

MBA-20 AC-50: Stock Assignment Separate From Certificate

PR-ADD: Preferred Rate Addendum

RFA: Request for Advance

SUB-DEBT: Debt Subordination Agreement

U-1: Statement of Purpose (Stock)

The historian, essentially, wants more documents than he can really use.

Henry James

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I understand and agree that any insurance premiums paid to insurance companies as part of this transaction

will involve money retained by you or paid back to you as commissions or other remuneration.

In addition, I understand and agree that some other payments to third parties as part of this transaction

may also involve money retained by you or paid back to you as commissions or other remuneration.

By signing, I agree to the terms contained in this Addendum. I also acknowledge that I have

received a copy of this Addendum on the date listed above.

XX

SIGNATURES.

BORROWER'S NAME AND ADDRESSLENDER'S NAME AND ADDRESS

"I" includes each Borrower above, jointly and severally."You" means the Lender, its successors and assigns.

Loan Number

Date

Maturity Date

Loan Amount $

Renewal Of

ADDITIONAL INSURANCE AND THIRD PARTY PAYMENT ADDENDUM

2000 Bankers Systems, Inc., St. Cloud, MN Form AITPP-ADD 6/4/2001 (page 1 of 1)-

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AGREEMENT TO PROVIDE INSURANCE

X

X

By X

By X

A. Date:

B. Loan Number:

C. Loan Amount:

D. Additional Information:

A.

B.

C.

D.

E.

Homeowner's Coverage

Automobile Coverages.

Property Coverage.

California Real Property:

A. Policy Number: Effective From To .

B. Insurance Company Name, Address, and Phone Number:

A. Agent Name: .

B. Agency Name, Address, and Phone Number:

DATE AND PARTIES.

OWNER: SECURED PARTY:

1. LOAN, LEASE, OR CONTRACT DESCRIPTION

2.AGREEMENT TO PROVIDE INSURANCE.

3. DESCRIPTION OF PROPERTY.

4. COVERAGES.

5. STATUS.

6. ADDITIONAL TERMS.

7. INSURANCE COMPANY.

8. INSURANCE AGENCY AND AGENT.

9. SIGNATURES.

SIGNATURE FOR INSURANCE COMPANY AND CONFIRMATION.

SIGNATURES FOR OWNER(S) AND AUTHORIZATION TO INSURANCE AGENT AND COMPANY.

SIGNATURE FOR SECURED PARTY AND REQUEST FOR CONFIRMATION.

Please return to Secured Party at the address listed in the DATE AND PARTIES section.

I will insure the Property as listed and with the coverages shown in the COVERAGES section.

I will have you named on the policy, with the status listed under the STATUS section.

I will arrange for the insurance company to notify you that the policy is in effect and your status has been noted.

I will pay for this insurance, including any fee for this endorsement.

I will keep the insurance in effect until the Property is no longer subject to your security interest. (I understand that the Property may secure debts in

addition to any listed in the LOAN DESCRIPTION section.)

If checked, all coverages will be for the full replacement value of the Property.

.

Insurable Value: Deductible:

Insurable Value: Deductible: Minimum limits:

Insurable Value: Deductible:

Hazard insurance exceeding the replacement value of the improvements on the property is not required as a condition of this loan.

The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" and "my" refer to each person or entity signing this Agreement as Owner.

Lienholder Certificate Holder Additional Insured Mortgagee Other

H.O. Other (Describe)

Fire Theft Collision Comprehensive Liability Other

Fire Theft Collision Comprehensive Liability Other

The date of this Agreement to Provide Insurance (Agreement) is . The parties and their addresses are:

(Loan).

As part of my Loan, I agree to do all of the following (in addition to any requirements specified in the Loan documents).

The Property subject to this Agreement is described as follows.

I agree to insure the Property according to the following described risks, amount of coverage, and maximum deductible allowed.

Your status shall be listed on the insurance policy as follows.

The insurance policy covering the Property and the insurance company issuing the policy are as follows.

The insurance agency through which I have purchased, or intend to purchase, the required insurance is as follows.

By signing below, Insurance Company confirms the existence of the insurance coveragesagreed to be provided by our insured and that you will be notified not less than 10 days before cancellation.

By signing below, I agree to the terms contained in thisAgreement and acknowledge receipt of a copy of this Agreement. I request the listed insurance company and agency to provide the indicated coverage and listyou on the policy with the indicated status. I also request the insurance company or its authorized agent to immediately confirm that the policy is in effect bysigning this form and forwarding a copy of the policy to you.

Insurance Company

Upon receipt of this Agreement, the insurance company or agency named above isrequested to confirm the policy coverages shown above.

Date

Date

Date

Date

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l l l l l l

- 1998 Bankers Systems, Inc., St. Cloud, MN Form API-GEN 6/13/2000

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AUTOMATIC TRANSFER AUTHORIZATION

To Credited Account:From Debited Account:

In this authorization, the words "we," "our," or "us" mean the Financial Institution and the words "you" or "your" meanthe Account Holder(s). Text following a box which is not checked does not apply to this agreement. You authorize us tomake the following transfer of funds:

Account No.Account Title

TypeSavings/Share Checking/Share Draft NOW

Account/Loan No.Account Title/Loan Description

Type

Safe Deposit Fee Mortgage Loan PaymentInstallment Loan Payment

We will make transfers on the following basis:

Amount to be Transferred $ Effective Date Termination DateFrequency: Weekly Monthly

You authorize us to charge your Debited Account and to transfer and deposit money into your Credited Account tocover each overdraft on your Credited Account. We will make all transfers in multiples of $ .You authorize us to charge your Debited Account $ for each

.

You authorize us to charge your Debited Account when the account balance of your Credited Account falls below aminimum of $ and to transfer and deposit these funds in this account. The amount we can chargeand transfer shall equal the amount necessary to raise your Credited Account balance to equal or exceed theminimum balance (if any). We will make all transfers in multiples of $ .You authorize us to charge your Debited Account $ for each

Any one of you may cancel this agreement by giving us written notice. Yournotice will be effective ( ) days after we receive it.

Effective (date) the undersigned cancels this Automatic Transfer Authorization.

Signed

.

Signature Signature

Authorization Number Date

before afterthe scheduled transfer date.

By signing below, the undersigned agree(s) to all the terms and conditions beginning on page 1 through the bottom ofpage 2 of this Authorization.

l l ll

l l l ll lll

l

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l

l

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FINANCIAL INSTITUTIONACCOUNT HOLDER(S)

PERIODIC TRANSFERS

MAINTENANCE TRANSFER OF FUNDS

INSUFFICIENT FUNDS TRANSFER

TERMINATION OF THIS AGREEMENT:

Savings/Share Checking/Share Draft NOW Club Acct.

If a transfer date is a non-processing day for us then the transfer will be made on the first processing day

1992 Bankers Systems, Inc., St. Cloud, MN Form ATA-PL 6/12/2002 (page 1 of 2)-

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(page 2 of 2)

GENERALLY -

LOAN PAYMENT AUTHORIZATION -

AMENDMENTS AND TERMINATION -

The accounts listed on page one are covered by their individual terms and conditions,unless modified by this Authorization. If a transfer is made from a savings account, we reserve theright to require not less than 7 days written notice of withdrawal.

You agree to keep enough money in your Debited Account to cover the transfers you request bythis Authorization. If your Debited Account balance is insufficient to cover the transfers youauthorize, we may cancel this Authorization immediately without notice. We may use our rights andremedies under applicable law and our rules and regulations governing these types of accounts.These may include returning your checks or drafts unpaid and closing your account(s) by mailing aproper notice to you with a check or draft equal to the balance in the account.

You agree, in consideration of this service rendered by us, to indemnify (repay us for any loss) andhold us harmless (release us from any responsibility) from any liability or loss occurring due to thedishonor of any check or draft presented which results from any charge made or refused to bemade by us under this Authorization. You agree to abide by our rules and regulations governingyour account(s) as stated on your account agreement and as amended from time to time. We maytake any security measures that we believe are necessary (such as recording telephone transferconversations) without notice to you.

If your Credited Account listed on page one is a debt you oweus (e.g. a mortgage or installment loan), then you agree that we may continue to charge theDebited Account until the loan is paid or until you provide us with written notice of cancellation.

If your Debited Account does not have a sufficient balance on a day that a payment is to bedebited, we may stop further efforts to debit your Debited Account and ask you for the paymentand all subsequent payments until all payments under the loan are current. We will not use theavailability of any credit line that you may have with us in determining whether your DebitedAccount has a sufficient balance. At our option and discretion, we may resume charging theDebited Account without further instruction from you once all payments are current. If we do notresume charging your Debited Account, we will notify you in writing that we have cancelled thisAuthorization. Cancellation of this Authorization does not excuse you from making timely paymentunder the terms of the loan.

We will give you reasonable notice when we amend thisAuthorization. If this Authorization needs to be amended because of a change in State or Federallaw, the change shall be effective immediately without notice. If no termination date is specified onpage one, this Authorization will remain in effect until terminated by any one of you. We mayterminate this Authorization by giving you written notice at the address stated on page one. Anynotice will be effective immediately when mailed or delivered by us. Notice to any one of you isnotice to all of you.

1992 Bankers Systems, Inc., St. Cloud, MN Form ATA-PL 6/12/2002-

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Secured Party Name and AddressBailee Name and Address

ACKNOWLEDGMENT OF POSSESSION

B S

Date:

This letter acknowledges that Bailee has or will acquire possession of the Property and will hold the Property forthe benefit of Secured Party. Bailee agrees to possess, maintain, and preserve the Property until Bailee notifiesSecured Party in writing to the contrary. Bailee will notify Secured Party of any damage or risk of damage to theProperty. Bailee will not sign any agreement or make any arrangement in conflict with this acknowledgment andagreement.

This letter serves as notice to Bailee of the existence of Secured Party's security interest in the Property andSecured Party's reliance on Bailee to act in accordance with this letter. By signing below, Bailee acknowledgesreceipt of this letter and agrees to its terms.

Under a security agreement, dated , between Secured Party and(Debtor),

Secured Party has taken a security interest in the Property described as follows (Property):

AILEE IGNATURE

Please sign and return this form to Secured Party at the address indicated above.

-2000 Bankers Systems, Inc., St. Cloud, MN Form BAIL-ACK 10/13/2000

___________________________________

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COLLATERAL RECEIPTDate:

Lender:Received From:

Note No: Dated: Principal Of

MemoDoc. No. Description of CollateralMaturity Market Value

NOTE:

The collateral listed as security is for payment of:

(if any) (on date received)

I hereby acknowledge return and receipt ofall collateral described herein.

Grantor

Date

I hereby acknowledge initial delivery tolender on the above date of all collateraldescribed herein.

Grantor

Lender

By

This receipt is not negotiable, and issubject to all subsequent substitutions for,or additions to the herein describedcollateral, which may hereafter be madeaccording to the terms and conditionscontained in the collateral agreement of noteherein described. This receipt should bepresented upon withdrawal of, substitutionsfor, or additions to the herein describedcollateral.

(Signature)

(Signature)

(Signature)

1995 Bankers Systems, Inc., St. Cloud, MN (1-800-397-2341) Form COLLRCPT-LAZ 6/12/95 (page 1 of 1)-

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Property Description

Warranties

Other Terms

Additional Terms

Secured Party Debtor Securities IntermediaryCommodity IntermediaryIssuer

Signatures

Control

l

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l

Securities Intermediary warrants that the Investment Property described in theProperty Description section is held in good standing by Securities Intermediaryand is registered in Debtor's name. Securities Intermediary is aware of no otherclaims to Debtor's Investment Property held by Securities Intermediary.

Commodity Intermediary warrants that the Investment Property described in theProperty Description section is held in good standing by Commodity Intermediaryand is registered in Debtor's name. Commodity Intermediary is aware of no otherclaims to Debtor's Investment Property held by Commodity Intermediary.

Issuer warrants that the Investment Property described in the PropertyDescription section is held in good standing by Issuer and is registered in Debtor'sname. Issuer is aware of no other claims to Debtor's Investment Property held byIssuer.

Securities Intermediary agrees to comply with entitlement orders originated bySecured Party without further consent by Debtor. Debtor agrees that SecuritiesIntermediary is not liable for complying with entitlement orders issued by SecuredParty. Debtor retains the right to make substitutions for the Investment Property, tooriginate entitlement orders to Securities Intermediary, or otherwise deal with theInvestment Property until Secured Party notifies Securities Intermediary in writingto the contrary. Secured Party agrees that Securities Intermediary is not liable forcomplying with entitlement orders before Secured Party notifies SecuritiesIntermediary to the contrary. Debtor is not permitted to withdraw any of theInvestment Property or its proceeds without Secured Party's prior written consent.Securities Intermediary will not permit any other individual or entity to obtaincontrol of the Investment Property described in the Property Description section.Securities Intermediary subordinates any security interest it may have to SecuredParty's security interest in the Investment Property described in the PropertyDescription section.

Commodity Intermediary agrees to apply any value distributed on account ofthe Investment Property as directed by Secured Party without further consent byDebtor. Debtor agrees that Commodity Intermediary is not liable for complyingwith Secured Party's request to deal with the Investment Property. Debtor retainsthe right to make substitutions for the Investment Property or otherwise deal withthe Investment Property until Secured Party notifies Commodity Intermediary inwriting to the contrary. Secured Party agrees that Commodity Intermediary is notliable for complying with Debtor's requests to deal with the Investment Propertybefore Secured Party notifies Commodity Intermediary to the contrary. Debtor isnot permitted to withdraw any of the Investment Property or its proceeds withoutSecured Party's prior written consent. Commodity Intermediary will not permit anyother individual or entity to obtain control of the Investment Property described inthe Property Description section. Commodity Intermediary subordinates anysecurity interest it may have to Secured Party's security interest in the InvestmentProperty described in the Property Description section.

Issuer agrees to comply with instructions originated by Secured Party withoutfurther consent by Debtor. Debtor agrees that Issuer is not liable for complyingwith instructions issued by Secured Party. Debtor retains the right to makesubstitutions for the Investment Property, to originate instructions to the Issuer, orotherwise deal with the Investment Property until Secured Party notifies Issuer inwriting to the contrary. Secured Party agrees that Issuer is not liable for complyingwith Debtor's instructions before Secured Party notifies Issuer to the contrary.Debtor is not permitted to withdraw any of the Investment Property or its proceedswithout Secured Party's prior written consent. Issuer will not permit any otherindividual or entity to obtain control of the Investment Property described in theProperty Description section. Issuer subordinates any security interest it may haveto Secured Party's security interest in the Investment Property described in theProperty Description section.

Each party agrees to the terms of this Agreement and acknowledges receipt of acopy of this Agreement. This Agreement becomes effective on the date of the finalsignature.

The property subject to this Agreement includes the following Investment Propertyand all proceeds and products of the Investment Property, including, but notlimited to, cash or stock dividends, conversions, or replacements, payable on orafter the date of this Agreement: (Include items such as issuer name, intermediaryname, certificate or account number, number of shares, type of security, etc.)

This Agreement is governed by the laws of

This Agreement may not beamended or modified by oral agreement. No amendment or modification of thisAgreement is effective unless made in writing and executed by all parties. ThisAgreement is the complete and final expression of the understanding between allparties. If any provision of this Agreement is unenforceable, then theunenforceable provision will be severed and the remaining provisions will still beenforceable.

Whenever used, the singular includes the plural and the pluralincludes the singular. The section headings are for convenience only and are not tobe used to interpret or define the terms of this Agreement.

Unless otherwise required by law, any notice will be given by delivering itor mailing it by first class mail to the appropriate party's address listed in the Dateand Parties section, or to any other address designated in writing. Time is of theessence.

Secured Party.

X

X

X

X

X

Debtor.

Securities Intermediary. Commodity Intermediary. Issuer.

Date

Date

Date

Date

Date

Title

Title

Title

Title

Title

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Control AgreementAgreement Date

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Applicable Law.

Amendment, Integration and Severability.

Interpretation.

Notice.

Control Agreement1998 Bankers Systems, Inc., St. Cloud, MN Form CTRL-AGREE 7/8/2003 (page 1 of 1)

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Debt Cancellation Disclosure

Lender/Seller Borrower/Buyer

Debt Cancellation Agreement

Signatures

Loan Number

Loan Date

Maturity Date

Loan Amount

Premium $

Term

I want debt cancellation coverage

I debt cancellation coverage

I acknowledge receipt of a copy of this Debt Cancellation Disclosure on today's date.

(Seal) (Seal)

(Seal) (Seal)

Debt Cancellation. Debt cancellation coverage is not required to obtain credit, is not a factor in the credit decision, and will not beprovided unless I sign and agree to pay the additional cost.

do not

want

X

X

X X

X X

Debt Cancellation Disclosure2002 Bankers Systems, Inc., St. Cloud, MN Form DEBTCANCDISC 6/1/2002 Page 1 of 1

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FR G-3

OMB No. 7100-0018

Approval expires March 31, 2011

Name of Lender

This form is required by law (15 U.S.C. 78g and 78w; 12 CFR. 221).

The Federal Reserve may not conduct or sponsor, and an organization (or a

person) is not required to respond to, a collection of information unless it

displays a currently valid OMB control number.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Instructions

Part I

Public reporting burden for this collection of information is estimated to average

10 minutes per response, including the time to gather and maintain data in the

required form and to review instructions and complete the information

collection. Send comments regarding this burden estimate or any other aspect

of this collection of information, including suggestions for reducing this burden

to: Secretary, Board of Governors of the Federal Reserve System, 20th and C

Streets, N.W., Washington, DC 20551; and to the Office of Management and

Budget, Paperwork Reduction Project (7100-0018), Washington, DC 20503.

Borrower's signature Date Borrower's signature Date

Print or type name Print or type name

I (We) have read this form and certify that to the best of my (our) knowledge and belief the information given is true, accurate,

and complete.

Signed: Signed:

1. This form must be completed when a lender subject to registration under Regulation U extends credit secured directly

or indirectly, in whole or in part, by any margin stock.

3. Please print or type (if space is inadequate, attach separate sheet).

2. The term "margin stock" is defined in Regulation U (12 CFR 221) and includes, principally: (1) stocks that are registered on

a national securities exchange or any OTC security designated for trading in the National Market System; (2) debt securities

(bonds) that are convertible into margin stock; and (3) shares of most mutual funds.

To be completed by borrower(s)

1. What is the amount of the credit being extended?

2. Will any part of this credit be used to purchase or carry margin securities? Yes No

If the answer is "no," describe the specific purpose of the credit

This form should not be signed if blank.

,

Statement of Purpose for an Extension of Credit Secured by Margin

Stock by a Person Subject to Registration Under Regulation U

(Federal Reserve Form G-3)

l l

A borrower who falsely certifies the purpose of a credit on this form or otherwise willfully or intentionally evades

the provisions of Regulation U will also violate Federal Reserve Regulation X, "Borrowers of Securities Credit."

Page 1 of 2Initials:

G-3 4/2/2008VMPC115 (0804).00

Statement of Purpose-Margin StockVMP Bankers SystemsWolters Kluwer Financial Services

*

$

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3. List other collateral including non-margin securities securing this credit.

1. List the margin stock securing this credit; do not include debt securities convertible into margin stock. The maximum loan

value of margin stock is 50 per cent of its current market value under the current Supplement to Regulation U.

To be completed by lender only if the purpose of the credit is to purchase or carry margin securities (Part I(2)

answered "yes")

To be signed by an authorized representative of the lender in all instances

2. List the debt securities convertible into margin stock securing this credit. The maximum loan value of such debt securities is 50 per cent of

the current market value under the current Supplement to Regulation U.

Market price

I am a duly authorized representative of the lender and understand that this credit secured by margin stock may be subject to

the credit restrictions of Regulation U. I have read this form and any attachments, and I have accepted the customer's

statement in Part I in good faith as required by Regulation U*; and I certify that to the best of my knowledge and belief, all the

information given is true, accurate, and complete.

IssueTotal market

value per issue

Principal

amount

Describe brieflyGood faith

loan valueMarket price

Date and source

of valuation

(See note below)

IssueTotal market

value per issue

No. of

shares

Market price

per share

Date and source

of valuation

(See note below)

Date and source

of valuation

(See note below)

FR G-3

Page 2 of 2

Date Authorized representative's signature

Title Print or type name

Note: Lender need not complete "Date and source of valuation" if the market value was obtained from regularly published information in a journal of general

circulation or automated quotation system.

* To accept the customer's statement in good faith, the authorized representative of the lender must be alert to the circumstances surrounding the credit and, if in

possession of any information that would cause a prudent person not to accept the statement without inquiry, must have investigated and be satisfied that the

statement is truthful. Among the facts which would require such investigation are receipt of the statement through the mail or from a third party.

Part II

Part III

This form must be retained by the lender for three years after the credit is extinguished.

Signed:

,Page 2 of 2Initials:

G-3 4/2/2008VMPC115 (0804).00

Statement of Purpose-Margin StockVMP Bankers SystemsWolters Kluwer Financial Services

*

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"I" means the named above. "You" means the named above.

LOAN NUMBER

ORIGINALLY DATED

This agreementrelates to

THIS AGREEMENT DATED

As used in this agreement, the term "I" means the Borrower(s) named above; "You" means the Lender named above; "Original Obligation" means myprevious agreement to pay you money (referred to above by Loan Number and original date), and any related agreements such as a security agreement.

You and I have entered into an original obligation which is a .

By entering into this agreement, we are extending the due date(s) of payments of the original obligation.

ADDITIONAL TERMS

For this extension, I agree to pay you the fees and/or additional interest as indicated below:

The original due date(s) and the amount(s) of the payment(s)extended by this agreement, are as follows:

The extended due date(s) and the amount(s) then due (including any feesor interest due on the new maturity dates) are as follows:

A total fee of $

Upon prepayment of the entire outstanding balance of this obligation:

a portion of this fee may be refunded, as provided by law.

this fee will not be refunded.

(a)

(b)

(c)

(d)

(a) $

(b) $

(c) $

(d) $

$

$

$

$originally

due

originallydue

originallydue

originallydue

Simple Interest, on the unpaid balances of principal remaining from time to time

at the rate of % per year from until

. This interest rate

is the rate previously in effect on this obligation.

This agreement does not in any way, satisfy or cancel the original obligation. Except as specifically amended by this agreement, all other terms of the original obligationremain in effect. This means and includes, but is not limited to:

(1) Property which secures the original obligation will continue to secure my total responsibility to pay you as amended by this agreement. (2) All parties who have aresponsibility to pay you in any way the original obligation (including any co-makers, endorsers and guarantors) remain responsible for the total amount I owe you asamended by this agreement. If you require the consent to this extension by any additional party, I agree to obtain such consent, and this extension agreement will notbe effective if the consent is not obtained. (3) Any post-maturity interest rate provided for in the original obligation (except as specifically contracted for here) shallnow begin to apply after the last scheduled payment of the original obligation as amended by this agreement. (4) You will not be responsible to further extend thepayments affected by this agreement or any other scheduled payments. All other scheduled payments not affected by this agreement shall remain due as previouslyscheduled. (5) All provisions for default, remedies, attorneys' fees (if any) etc. remain in effect. (6) My responsibility (if any) to provide insurance on the propertywhich secures the original obligation (if any) shall remain in effect. However, the term of such insurance policy will not be extended to cover any additional termresulting from this agreement unless contracted for and any additional premium is paid. (7) The term of any Credit Life and/or Disability Insurance coveragespurchased in connection with the original obligation will not be extended for the additional term provided for in this agreement unless contracted for and anyadditional premium is paid.

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF LENDER SIGNATURE(S) FOR BORROWERS -

XX

X

BORROWER(S) LENDER

Definitions:

Extension Agreement:

Cost:

BY SIGNING BELOW, I AGREE TO THE EXTENSION.I HAVE RECEIVED A COPY OF THIS AGREEMENT ON TODAY'S DATE.

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-1982 BANKERS SYSTEMS, INC., ST. CLOUD, MN 56301 FORM-LEA 8/7/97

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PERSONAL PROPERTY LIEN SUBORDINATION AGREEMENT

DATE AND PARTIES.

DEBTOR.

DESCRIPTION OF THE PROPERTY.

CONSIDERATION.

SUBORDINATION.

TERM.

SIGNATURES.

SUBORDINATING CREDITOR LENDER

By X By X

SUBORDINATING CREDITOR LENDER

The date of this Personal Property Lien Subordination Agreement (Agreement) is. The parties and their addresses are:

This Agreement concerns Property that is owned or will be owned by(Debtor).

Lender and Subordinating Creditor have or may acquire statutory, common lawor contractual liens, security interests or other interests in or on personal property (Property). The Property isdescribed as follows, together with accessions, accessories, additions, cash, fittings, increases, insurance benefitsand proceeds, parts, products, profits, renewals, rents, replacements, special tools and substitutions, whereverlocated, whether or not held by a bailee for the benefit of Debtor, Lender, or Subordinating Creditor:

In order for Debtor to obtain credit and other financial accommodation (Loan), Lender requiresthat Subordinating Creditor subordinate Subordinating Creditor's statutory, common law or contractual liens,security interests or other interests in or on Debtor's Property to Lender's security interest that has or will beplaced on the Property to secure the Loan. Subordinating Creditor acknowledges that Subordinating Creditor willbenefit from the Loan to Debtor, wants to assist Debtor in obtaining the Loan, and is therefore willing tosubordinate Subordinating Creditor's liens, security interests or other interests in or on the Property.

Subordinating Creditor hereby subordinates any and all liens, security interests or other interestsin or on the Property that Subordinating Creditor has or may acquire to:

Priorities will be determined by law except as otherwise provided in this Agreement.

This Agreement will remain in effect until all debts, liabilities and obligations that Debtor owes Lender arefully and finally paid and Lender has no remaining obligation to advance funds to Debtor. Subordinating Creditoragrees that this Agreement will be revived to the extent that a trustee, custodian, receiver or other party voids orsets aside any payments for the debts, liabilities or obligations that Debtor owes Lender.

By signing below, Subordinating Creditor acknowledges receipt of this Agreement and agrees to theterms contained in pages 1 and 2 of this Agreement.

Lender's security interest acquired pursuant to a Security Agreement described as follows:.

Any security interest in the Property Lender currently has or acquires in the future.

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1999 Bankers Systems, Inc., St. Cloud, MN Form LIEN-SUB-PP 11/15/99 (page 2 of 2)-

CONDITION PRECEDENT.

THIRD PARTIES NOT BENEFITED.

PRIORITIES.

EXTENSIONS.

POSTPONEMENT OF RIGHTS.

RIGHT OF ENTRY, INSPECTION AND REMOVAL.

REAL PROPERTY VALUE.

AGREEMENTS.

WARRANTY.

NO OBLIGATION TO SUBORDINATING CREDITOR.

ADDITIONAL DOCUMENTS.

NOTICE OF COLLATERAL DISPOSITION.

NOTICE.

AMENDMENT, INTEGRATION AND SEVERABILITY.

SUCCESSORS.

INTERPRETATION.

WAIVER.

APPLICABLE LAW.

If Lender's security interestis wholly or partially unperfected or avoidable, thenthis Agreement's subordination and reordering ofpriorities will not apply as to that unperfected oravoidable portion of the Property.

This Agreement issolely for the benefit of Lender and SubordinatingCreditor and no other person or persons will have anyright, benefit, priority or interest arising from or underthis Agreement. Lender and Subordinating Creditorspecifically reserve any and all respective rights,security interests and liens, against Debtor and anythird parties.

This Agreement's subordination andpriorities are applicable regardless of the time or orderin which the statutory, common law or contractualliens, security interests or other interests wereattached, perfected, filed or recorded. ThisAgreement's subordination and priorities are alsoapplicable regardless of the failure to give a writtennotice of the acquisition of a purchase money securityinterest or lien.

Subordinating Creditor consents to allrenewals, extensions, modifications and substitutionsof the debts, liabilities and obligations that Debtor andLender make without further notice to SubordinatingCreditor.

Until Lender givesSubordinating Creditor written notice that Debtor hassatisfied all debts, liabilities and obligations owed toLender and Lender terminates or releases Lender'ssecurity interest in the Property, Subordinating Creditorwill not do any of the following:A.

B.C.

D.

Lender's authorized agents may enter Debtor'sproperty at any time to install, attach, affix or locatethe Property or to inspect the Property. After anydefault on Debtor's debts, liabilities and obligations toLender, Lender's authorized agents may also enterDebtor's property at any time to remove or to conducta sale of any or all of the Property as allowed by law.

Subordinating Creditorspecifically waives the right to demand adequatesecurity and reimbursement for any damages toDebtor's property or diminution of the value ofDebtor's property when Lender's authorized agentsremove the Property. Debtor is solely responsible andliable for the condition of Debtor's property before andafter any removal of the Property. Lender will accountto Subordinating Creditor for what Lender collects orrealizes on the sale or disposition of the Property afterpaying Debtor's debts, liabilities and obligations toLender.

Subordinating Creditor agrees thatLender will be under no duty or liability with respect tothe protection, preservation or collection of theProperty or any rights pertaining thereto beyond thesafe custody of documents and instruments in itspossession, but will be liable to account toSubordinating Creditor only for what Lender collects orrealizes.

Enforce Subordinating Creditor's statutory, commonlaw or contractual liens, security interests or otherinterests.Levy execution on the Property.Notify any account debtors or other obligors ofSubordinating Creditor's subordinated statutory,common law or contractual liens, security interestsor other interests in the proceeds.Otherwise interfere with Lender's security interestsin the Property.

If Subordinating Creditor is not anindividual, Subordinating Creditor warrants thatSubordinating Creditor's board of directors or board'sloan committee (or other governing group) approvedthis Agreement, that the meeting minutes or a writtenresolution reflect this approval and that SubordinatingCreditor will maintain this Agreement and the minutesor resolution as a part of Subordinating Creditor'sofficial record.

This Agreement will continue regardless of any actionthat Debtor and Lender take concerning the debts,liabilities or obligations that Debtor owes Lender andany promissory notes, guaranties, security agreementsor other documents evidencing these debts, liabilitiesor obligations. Lender may apply all Debtor's paymentsto the debts, liabilities or obligations that Debtor owesLender, even when not immediately due.

Subordinating Creditorwill execute any additional documents that Lenderrequires to carry out this Agreement.

Lender andSubordinating Creditor hereby give one another noticethat each has a claim of an interest in the Property inaccordance with the Uniform Commercial Code, whenapplicable. Lender and Subordinating Creditor agree togive each other written notice of the time and place ofany public sale or the time of any private sale or otherintended disposition of the Property. Lender mayexercise other available remedies without any furthernotice or obligation to Subordinating Creditor otherthan as provided by law regarding junior lien holders.

Unless otherwise required by law, any noticewill be given by delivering it or mailing it by first classmail to the appropriate party's address listed in theDATE AND PARTIES section, or to any other addressdesignated in writing. Subordinating Creditor willinform Lender in writing of any change inSubordinating Creditor's name, address or otherapplicable information. Time is of the essence.

This Agreement cannot be amended or modified byoral agreement. No amendment or modification of thisAgreement is effective unless made in writing andexecuted by Lender and Subordinating Creditor. ThisAgreement is the complete and final expression of theagreement. If any provision of the Agreement isunenforceable, then the unenforceable provision will besevered and the remaining provisions will still beenforceable.

The duties and benefits of thisAgreement will bind and benefit the successors andassigns of Lender and Subordinating Creditor.Subordinating Creditor will notify any successor toSubordinating Creditor's interest of the existence ofthis Agreement.

Whenever used, the singularincludes the plural and the plural includes the singular.The section headings are for convenience only and arenot to be used to interpret or define the terms of thisAgreement.

By choosing any one or more remediesLender does not give up Lender's right to use anyother remedy. Lender does not waive a default ifLender chooses not to use a remedy. By electing not touse any remedy, Lender does not waive Lender's rightto later consider the event a default and to use anyremedies if the default continues or occurs again.

This Agreement is governed by thelaws of the state in which Lender is located, the UnitedStates of America and to the extent required, by thelaws of the jurisdiction where the Property is located.

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Loan Information ReportLoan NumberOfficer

Lender ID

Borrower Information

General Loan Information

Interest And Fees Details

Loan Processor

General Ledger Number

__________________

Customer Number: Customer Number:

Customer Number: Customer Number:

Customer Number: Customer Number:

__________________Note Date Balloon Amount

Funding Date Proceeds

First Payment Date Loan Amount

Final Payment Date Total Finance Charge

Payment Frequency Amount Financed

Number Of Payments Total Of Payments

Payment Language:

__________________Fixed Rate Periodic Cap

Variable Rate Floor

APR Ceiling

Base Rate Subsequent Rate Change

Margin Subsequent Interest Rate Change

Market Rate Rounding Pro Rata

Interest Rate Total Borrower AmountRate Change Affects Additional Finance ChargeFirst Date Additional Non Finance Charge

Index

Collateral Information__________________

Collateral Description

Property Address

Legal Description

Comments__________________Collateral Code: Class Code: Purpose Code:

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Additional Comments

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PARTICIPATION CERTIFICATE AND AGREEMENTCertificate Number:

Title Title

DATE AND PARTIES.

ORIGINATING LENDER (Seller): PARTICIPATING LENDER (Purchaser):

1. LOAN BACKGROUND INFORMATION.

A. Borrower Name.

B. Loan Number.

C. Date Of Loan.

D. Loan Terms.

E. Additional Information.

2. SALE OF PARTICIPATION.

A. Term Loan.

B. Draw or Revolving Draw Loan.

E. Purchaser Funding.

C. First Refusal.

8. UNRELATED CREDIT OF BORROWER.

A.

B.

A. Pro rata.

B. Purchaser First Out.

C. Purchaser Last Out.

4. EXPENSES.

B. Shared Expenses.

A. No Shared Expenses.

5. BORROWER FEES.

A. No Shared Fees.

B. Shared Fees.

6. ADMINISTRATIVE FEES.

A. No Administrative Fee.

B. Administrative Fees

C. Administrative Fees of

7. SECURITY.

D.

C.

SIGNATURES. By signing below, Purchaser and Seller agree to all the terms and conditions beginning on page 1 through the bottom of page 2 of thisAgreement.

D. Purchaser's Interest Rate.

3. PAYMENTS.

The date of this Participation Certificate and Agreement (Agreement) is . The parties and their addresses are:

A Promissory Note evidencing a Loan was executed in favor of Seller as follows:

(Borrower)

Term loan: Principal $

Draw loan: maximum total Principal $

Revolving draw loan: maximum outstanding Principal $

Due Date: . Payable on demand.

(Describe)

In consideration of the sum of $ (Purchaser's Investment) Seller hereby sells and certifies to Purchaser an undivided

percent interest (Share), without recourse to Seller, in the Principal and interest hereafter accruing from the Loan.

Purchaser agrees to purchase participations in the Loan without recourse to Seller from time to time at Seller's

request. Purchaser will own an undivided interest (Share) in an amount equal to ( percent of each advance the full amount of each

advance at all times when the Principal amount outstanding exceeds $ ) and interest hereafter accruing from the Loan. Purchaser's

Investment in the Loan will not exceed $ in the aggregate (Purchaser's Investment). Purchaser's obligation will terminate on

.

Purchaser agrees to fund its portion of the Loan in the form of a:

Wire Transfer Cashier's Check Other

Upon receipt by Purchaser of a bona fide offer from a third party to purchase, subparticipate or otherwise acquire Purchaser'sinterest in the Loan, Purchaser will notify Seller of the offer and provide Seller with the right of first refusal. Seller will respond to Purchaser's offer in atimely manner. If Seller elects not to obtain Purchaser's interest, Purchaser may transfer its interest to any third party in accordance with the terms inthe ASSIGNMENT section of this Agreement.

If Borrower requests or continues other credit not related to the Loan:

Seller ( may may not ) provide such financing without first obtaining the consent of the Purchaser.

Until the Loan is paid in full, Borrower's total obligations to Seller, including the Loan, will not exceed $ without Purchaser's consent.

Purchaser ( may may not ) provide such financing without first obtaining the consent of the Seller.

Until the Loan is paid in full, Borrower's total obligations to Purchaser, including the Loan, will not exceed $ without Seller's consent.

If checked, financing of unrelated credit is subject to the following limitations:

percent of Payments (with appropriate provisions made for differences in interest rates, if any, between Seller and Purchaser).

(check one) 100 percent percent of Payments before Default until such time as Purchaser has received

Purchaser's Investment plus interest thereon at Purchaser's Interest Rate. Payments will be applied first to accrued interest and second to principal.

(check one) 100 percent percent of Payments before Default, but only after Seller has received $of principal plus interest thereon at the Promissory Note interest rate.

Seller may at its discretion make additional advances for taxes, insurance premiums and other items deemed necessary by Seller to collect,enforce, or protect the Loan and any Property securing the Loan including, but not limited to, attorneys' fees, court costs and disbursements (Expenses).Purchaser's percentage of Expenses is (check one):

percent of Expenses, or if no percentage is indicated, that percentage of Expenses which Purchaser's unreimbursedInvestment is of the principal amount of the Loan outstanding on the date Expenses are incurred. All Expenses will be shared in the proportionindicated on the date Expenses are incurred. Purchaser will pay to Seller on demand Purchaser's share of Expenses. Seller will remit to Purchaserpurchaser's share of Expenses recovered by Seller.

Seller will bear all Expenses.

If Borrower Fees are shared, Borrower Fees will be shared in the proportion and manner indicated. Borrower Fees received by Sellerwill be held for the benefit of Seller and Purchaser until Borrower Fees are actually paid to and received by Purchaser. Purchaser's percentage of BorrowerFees is (check one):

Seller will accept and retain all Borrower Fees.

percent of Borrower Fees received by Seller from Borrower.

Shared fees are limited as specified:

For the services of Seller in administering the Loan, Purchaser will pay to Seller Administrative Fees as follows (check one):

Seller will bear all costs of administering and servicing the Loan.

of $ payable

percent per annum of the Purchaser's Share of the outstanding balance of the Loan from time to time.

The Loan is secured by the following Property, all of which is evidenced by executed security agreements, assignments, mortgages, deedsof trust or other instruments in favor of Seller. A security interest in the Property is assigned and sold to Purchaser, subject to other provisions within thisAgreement, in proportion to Purchaser's Investment and is held by Seller for the benefit of Purchaser. Upon full payment of Purchaser's Investment plusinterest thereon the security interest given to Purchaser will be null and void.

Property description:

Purchaser and Seller waive their interests which arise now or in the future in Property not referenced in this Agreement to the extent that theProperty becomes security for the Loan by means of a cross-collateralization clause.

The Property, listed in this Agreement, securing Borrower's credit will not be liquidated nor will guaranties for the Loan relating to Borrower'sLoan be enforced unless the Loan is in default. In such event, if any Property is liquidated or guaranties included in or relating to the Loan areenforced, the proceeds will be applied first to the Loan, and second, to the unrelated financing.

Purchaser also acknowledges receipt of a copy of this Agreement.

Fixed percent; Variable percent. Purchaser will calculate the variable interest using thefollowing index or formula (Describe):

This Agreement includes the sale to Purchaser of a Share in all notes and other instruments evidencing indebtedness of Borrower in the Loan, togetherwith all security interests in the Property securing such indebtedness. Purchaser and Seller agree that Purchaser will be considered for all purposes thelegal and equitable owner of the above Share in the Loan, related documents, and Property and will possess all applicable rights, privileges and remedies,subject to other provisions of this Agreement.

Seller will receive all Payments and apply them to Borrower's account. Payments received by Seller under the Loan will be held for thebenefit of Seller and Purchaser until the payments are actually paid to and received by Purchaser. Purchaser's percentage of all Payments is (check one):

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SELLER: PURCHASER:

Initials1996 Bankers Systems, Inc., St. Cloud, MN Form LPCA 10/14/2003 (page 1 of 2)Participation Certificate & Agreement

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A. Borrower Fees.

B. Default.

C. Loan.

D. Obligor.

E. Payments.

F. Purchaser's Interest Rate.

A. Loan Servicing.

B. Seller's Duty to Purchaser.

C. Participation Agreement.

A. Purchaser's Duty.

B. Seller's Penalty.

9. DEFINITIONS.

10. DOCUMENTATION OF LOAN.

11. SET-OFFS.

12. ADMINISTRATION.

13. FAILURE TO REMIT PAYMENTS.

14. FUNDING OF THE LOAN.

15. SELLER'S REPRESENTATIONS.

16. PURCHASER'S WARRANTIES.

17. LIABILITY AND DISCLAIMER OF WARRANTIES.

18. NOTIFICATION.

19. DEFAULT AND LIQUIDATION OF LOAN.

20. REMOVAL OF SELLER AS ADMINISTRATOR.

21. ASSIGNMENT.

22. ATTORNEYS' FEES AND COSTS.

23. GENERAL PROVISIONS.

A. Qualifying Events.

B. Multiple Participants.

C. Purchaser Rights.

D. Loan Repayment.

A. Partnership, Joint Venture, Agency, Trust.

B. Sale of Percentage.

C. Applicable Law.

D. Amendment, Integration And Severability.

E. Remedies.

F. Interpretation.

(1)

(2)(3)(4)

Borrower Fees include, but are not limited to,commitment fees, servicing fees, late charges, prepayment penaltiesand other similar fees received from Borrower and not defined as aPayment.

Default includes all definitions of the term used in theLoan documents and other related instruments evidencing theBorrower's indebtedness.

Loan means Borrower's obligation as described in thisAgreement and includes, but is not limited to, all extensions,renewals, modifications and refinancings of Borrower's obligation aswell as all collateral and assurances of repayment taken in connectionwith the Loan.

Obligor includes all borrowers, co-makers, guarantors andindorsers of the Loan.

Payments includes principal, interest, and other chargesreceived by Seller with respect to the Loan from whatever sourcederived including, but not limited to, all sums realized from anyendorser, guarantor, or other person liable with respect to the Loan;all sums realized from the exercise by Seller of any rights pursuant toa lien or right of set-off with respect to any deposit balance or otherproperty of the Borrower; any insurance proceeds or casualty awards;and any proceeds from the sale, liquidation, exchange, or substitutionof the Property.

Purchaser's Interest Rate means therate specified in this Agreement. Unless otherwise agreed, ifPurchaser's Interest Rate is "Variable" as indicated in this Agreement,then Purchaser's Interest Rate will incorporate the variable rate termsand conditions as specified in the Promissory Note.

Seller may administer the Loan and any relatedsecurity and guaranties as though it were the sole owner and holderthereof. Except as provided below, Seller will make all decisionsconcerning the servicing of the Loan and any related security andguaranties, acceleration, foreclosure, acquisition of other security orguaranties, deficiency judgments, purchase at foreclosure sales, andadministration and disposition of acquired security. Seller will not,without Purchaser's written consent, reduce principal or interest withrespect to the Loan or release or allow for the substitution of anyProperty, outside the normal course of dealing with Borrower so as tosubstantially reduce the possibility of repayment of the Loan. Sellerwill not, without Purchaser's written consent, renew, extend orconsent to the revision of the provisions of any note or securitydocuments covered or waive any claim against Obligor.

Seller will use the same degree of carein servicing and collecting the Loan as it would for its own accounts.Seller will not be liable to Purchaser for any action taken or omitted orfor any error in judgment, except for bad faith or willful misconduct.

Seller will remit Purchaser's percentage ofthe Payments and any shared Borrower Fees not later than the closeof the tenth business day following receipt of any Payments orBorrower Fees. If shared, Expenses and Administrative Fees will becharged to and payable by Purchaser from time to time as they areincurred or as otherwise agreed. Unless otherwise agreed, suchcharges will be deducted from the amount of any Payments orBorrower Fees to be remitted to Purchaser from time to time, but willnot exceed the total amount to be remitted to Purchaser at any onetime. At Seller's option, and upon reasonable notice to Purchaser,Seller may demand full payment of any outstanding Expenses orAdministrative Fees due Seller.

Purchaser will not be responsible for anyExpenses or Administrative Fees incurred by Seller until all amountsowing Purchaser are paid in full with applicable interest.

Seller will pay to Purchaser, in addition to the fullamount of any late amounts due and payable to Purchaser, a penaltyon the late amounts equal to any penalty specified on the PromissoryNote or, if none is specified, the Promissory Note rate.

In this Agreement, pertinent terms and their definitionsare as follows.

Seller will hold all writings concerningthe Loan, including all security instruments and guaranties, and willmaintain records pertaining to the Loan. Purchaser acknowledges receiptof all Loan documents which Purchaser specifically requested anddeemed reasonably necessary to fully evaluate the quality of the Loanbefore consenting to this Agreement. All Loan documents are available atSeller's office for Purchaser's inspection and copying at normal lobbyhours upon reasonable advance notice and at such other times as Sellermay permit. Unless otherwise agreed, Seller will from time to timeprovide Purchaser with complete and current credit information regardingthe following: Loan accrual status; status of principal and interestpayments; financial statements, Property values and lien status; and anyfactual information bearing on the Borrower's continuing creditworthiness.

In the event of a Default by Borrower and a set-off offunds by Seller, Seller's successors or assigns, Purchaser will share in allsubsequent Payments and collections from such set-off in proportion tothe percentage of participation at the time of the occurrence of theDefault.

If Seller fails to remit amountsreceived from Borrower that are due and payable to Purchaser asspecified in this Agreement then all of the following applies.

Purchaser will pay to Seller on demand (inimmediately available funds as agreed to herein) the amount agreed to inthis Agreement, up to the stated limit, and subject to all other conditionsof this Agreement. Within ten days of Seller's receipt of Purchaser'sfunds, Seller will deliver to Purchaser a statement containing: the totalamount of the advance to Borrower; the portion of the advance whichwas funded by Purchaser; the total amount of Borrower's currentobligation to Seller; and the portion of the total amount of Borrower'scurrent obligation to Seller funded by Purchaser. If Purchaser fails to fundan advance in a timely manner Seller may terminate this Agreementwithout notice.

Seller represents that the Loan hasnot been classified at Seller's most recent examination; that the Loan ispresently on an accrual status; that the loan is not in default on principalor interest payments; and that the terms of the Loan have not beenrenegotiated or compromised due to the deteriorating financial conditionof Borrower.

Purchaser hereby represents andwarrants to Seller that at the time Purchaser executes this Agreement,Purchaser has received all authorizations of its loan committee, board ofdirectors, shareholders, stockholders and such other bodies or persons asare necessary to authorize Purchaser's purchase of the agreed uponShare, that such authorization was reflected in the appropriate minutesthereof and continues to be an official record of Purchaser, and thatPurchaser has the financial ability to perform its obligations under thisAgreement.

Purchaseracknowledges that it has made an independent investigation of the Loan,and has satisfied itself with respect to the credit standing of any Obligorof the Loan, the value of any security for the Loan, the validity andenforceability of the Loan agreement, the Promissory Note and anyguaranty and security and all other matters in connection with the Loan.Purchaser acknowledges that it is not relying upon Seller's judgment, andthat Seller has made no warranty of any kind, express or implied, inconnection with the Loan or any of the foregoing. Unless otherwiseagreed, Seller makes no warranties or representations regarding thelegality, perfection, enforceability, or priority of any security interests,mortgages, guaranties, or similar documents issued in connection withthe Loan. Purchaser agrees to share the risks of collection of the Loanand of the adequacy of the Property in proportion to Purchaser's Share.

Purchaser releases Seller from any liability under state or federalsecurities laws arising from the failure of Seller to register thePurchaser's Share in the Loan. Purchaser and Seller acknowledge thatbased on their independent evaluations, Purchaser's Share in the Loan iseither not a security under a federal or state law or, if a security, isexempt from registration or qualification.

Seller and Purchaser will promptly notify each othershould either receive actual notice or knowledge of any loss of Propertyor change in financial condition of any Obligor under the Loan, which willhave a material adverse effect upon continuation of payments under theLoan or its repayment on default. Unless otherwise agreed to, Selleragrees to notify Purchaser before making any advance contemplated bythis Agreement. All notices will be sent by first-class mail and sent to theaddress shown in this Agreement.

Notwithstanding anypayment terms to the contrary, in the event of Default, or if Seller in itssole discretion should otherwise accelerate and liquidate the Loan, allPayments collected and received by Seller will be applied ratably asfollows: first, to Expenses; second, to the unpaid principal amount of theLoan in proportion to the respective unpaid investments of Seller andPurchaser in the Loan at the time of Default; and third, to the respectiveaccrued interest and other charges of Seller and Purchaser. UponBorrower's Default, all Payments and Borrower Fees received fromBorrower, whether designated for repayment of the Loan orundesignated, will be deemed intended for the repayment of the Loan inaccordance with this Agreement.

The Seller may beremoved as the Loan's administrator under the following terms andconditions.

Neither Purchaser nor Seller may sell, pledge, assign,subparticipate, or otherwise transfer its interest in the Loan, Loansecurity or Loan guaranty therefor without the prior written consent ofthe other party, which will not be unreasonably withheld, except thatSeller may sell other participations in the Loan. The duties and benefits ofthis Agreement will bind and benefit the successors and assigns of Sellerand Purchaser.

If any lawsuit or proceeding isbrought by Seller or Purchaser to enforce the terms of this Agreement,the unsuccessful party will pay the prevailing party all its court costs andreasonable attorneys' fees incurred in bringing or defending such action.

Upon the occurrence of any of the followingevents, Purchaser may notify Seller and assume the administration ofthe Loan and related guarantees and security agreements as well asdemand any documentation or writings reasonably necessary toevidence proof of Purchaser's security interest and perfection.

In the event of multiple participants in theLoan, the participating lender with the then largest share will have theoption to assume administration. If any participant possessing thisoption does not exercise its right upon the demand of the otherparticipants, the option will then pass to the participant with the nextlargest share. Unless otherwise agreed, participants possessing equalshares in the Loan will share equally in administration.

Purchaser will have the right to notify andcommunicate with all Obligors of the Loan, and to direct them to payany amounts due under the Loan directly to Purchaser or such otherparticipant assuming administration of the Loan. Seller will join in thisnotice to Obligor upon request by Purchaser. Unless otherwiseagreed, all remaining terms of this Agreement will survive Seller'sremoval as administrator until Purchaser's Investment is satisfied infull or the Loan is repurchased by Seller as provided in thisAgreement.

Upon the occurrence of any of the events in thissection, all Payments received from Borrower, whether designated forrepayment of the Loan or undesignated, will be deemed intended forthe repayment of the Loan in accordance with this Agreement.

Purchaser and Selleragree that this Agreement is not intended and is not to be construedto create a partnership, joint venture, agency, or trust relationship.

This Agreement constitutes a sale of apercentage ownership interest in the Loan and will not be construedas an extension of credit by Purchaser to Seller.

This Agreement is governed by the laws of thejurisdiction in which the Seller is located, and to the extent required,by the laws of the jurisdiction where the Property is located.

This Agreement may notbe amended or modified by oral agreement. No amendment ormodification of this Agreement is effective unless made in writing andexecuted by Purchaser and Seller. This Agreement is the completeand final expression of the agreement. If any provision of thisAgreement is unenforceable, then the unenforceable provision will besevered and the remaining provisions will still be enforceable.

Nothing in this Agreement will be construed to limitPurchaser's or Seller's remedies to those described in this Agreement.Purchaser and Seller are allowed all Remedies at law or in equity.

Whenever used, the singular includes the plural andthe plural includes the singular. The section headings are forconvenience only and are not to be used to interpret or define theterms of this Agreement.

Seller fails to comply with Seller's fiduciary, contractual orlegal obligations as provided under this Agreement or by state orfederal law.

Seller petitions for or becomes subject to bankruptcy.Seller commits any act of insolvency.Seller is declared insolvent, is taken over, or otherwise closed

by a governmental regulatory agency which has jurisdiction overSeller.

(page 2 of 2)Initials1996 Bankers Systems, Inc., St. Cloud, MN Form LPCA 10/14/2003Participation Certificate & Agreement

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ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL

its successors and assigns, (herein called the "Assignee") Policy No.

of

issued by the

the undersigned hereby assign, transfer and set over to

(herein called the "Insurer") and any supplementary contracts issued in connection therewith (said policy and contracts being herein called the

"Policy"), upon the life of

of and all claims, options, privileges, rights, title and interest therein and thereunder(except as provided in Paragraph C hereof), subject to all the terms and conditions of the Policy and to all superior liens, if any, which the Insurermay have against the Policy. The undersigned by this instrument jointly and severally agree and the Assignee by the acceptance of thisassignment agrees to the conditions and provisions herein set forth.

It is expressly agreed that, without detracting from thegenerality of the foregoing, the following specific rights areincluded in this assignment and pass by virtue hereof:1.

The sole right to collect and receive all distributions or sharesof surplus, dividend deposits or additions to the Policy now orhereafter made or apportioned thereto, and to exercise any andall options contained in the Policy with respect thereto;provided, that unless and until the Assignee shall notify theInsurer in writing to the contrary, the distributions or shares ofsurplus, dividend deposits and additions shall continue on theplan in force at the time of this assignment; and

3.

The sole right to collect from the Insurer the net proceeds ofthe Policy when it becomes a claim by death or maturity;The sole right to surrender the Policy and receive the surrendervalue thereof at any time provided by the terms of the Policyand at such other times as the Insurer may allow;

2.

The sole right to obtain one or more loans or advances on thePolicy, either from the Insurer or, at any time, from otherpersons, and to pledge or assign the Policy as security for suchloans or advances;

The right to collect from the Insurer any disability benefitpayable in cash that does not reduce the amount of insurance;

3.

4.

The sole right to exercise all nonforfeiture rights permitted bythe terms of the Policy or allowed by the Insurer and to receiveall benefits and advantages derived therefrom.

The right to designate and change the beneficiary;

5.

1.

2.

The right to elect any optional mode of settlement permitted bythe Policy or allowed by the Insurer.

The Assignee covenants and agrees with the undersigned asfollows:

The reservation of these rights shall in no way impair the right ofthe Assignee to surrender the Policy completely with all itsincidents or impair any other right of the Assignee hereunder, andany designation or change of beneficiary or election of a mode ofsettlement shall be made subject to this assignment and to therights of the Assignee hereunder.

2.

It is expressly agreed that the following specific rights, so longas the Policy has not been surrendered, are reserved and excludedfrom this assignment and do not pass by virtue hereof:

That any balance of sums received hereunder from the Insurerremaining after payment of the then existing Liabilities,matured or unmatured, shall be paid by the Assignee to thepersons entitled thereto under the terms of the Policy had thisassignment not been executed;That the Assignee will not exercise either the right to surrenderthe Policy or (except for the purpose of paying premiums) theright to obtain policy loans from the Insurer, until there hasbeen default in any of the Liabilities or a failure to pay any

This assignment is made and the Policy is to be held ascollateral security for any and all liabilities of the undersigned, orany of them, to the Assignee, either now existing or that mayhereafter arise in the ordinary course of business between any ofthe undersigned and the Assignee (all of which liabilities secured orto become secured are herein called "Liabilities").

1.

(continued)premium when due, nor until twenty days after the Assigneeshall have mailed, by first-class mail, to the undersigned at theaddresses last supplied in writing to the Assignee specificallyreferring to this assignment, notice of intention to exercisesuch right; andThat the Assignee will upon request forward withoutunreasonable delay to the Insurer the Policy for endorsement ofany designation or change of beneficiary or any election of anoptional mode of settlement.

3.

The Insurer is hereby authorized to recognize the Assignee'sclaims to rights hereunder without investigating the reason for anyaction taken by the Assignee, or the validity or the amount of theLiabilities or the existence of any default therein, or the giving ofany notice under Paragraph E (2) above or otherwise, or theapplication to be made by the Assignee of any amounts to be paidto the Assignee. The sole signature of the Assignee shall besufficient for the exercise of any rights under the Policy assignedhereby and the sole receipt of the Assignee for any sums receivedshall be a full discharge and release therefor to the Insurer. Checksfor all or any part of the sums payable under the Policy andassigned herein, shall be drawn to the exclusive order of theAssignee if, when, and in such amounts as may be, requested bythe Assignee.

The Assignee shall be under no obligation to pay any premium,or the principal or interest on any loans or advances on the Policywhether or not obtained by the Assignee, or any other charges onthe Policy, but any such amounts so paid by the Assignee from itsown funds, shall become a part of the Liabilities hereby secured,shall be due immediately, and shall draw interest at the annualpercentage rate then in effect for the note or other evidence of anyLiability.

The exercise of any right, option, privilege or power given hereinto the Assignee shall be at the option of the Assignee, but (exceptas restricted by Paragraph E (2) above) the Assignee may exerciseany such right, option, privilege or power without notice to, orassent by, or affecting the liability of, or releasing any interesthereby assigned by the undersigned or any of them.

The Assignee may take or release other security, may releaseany party primarily or secondarily liable for any of the Liabilities,may grant extensions, renewals or indulgences with respect to theLiabilities, or may apply to the Liabilities, in such order as theAssignee shall determine, the proceeds of the Policy herebyassigned or any amount received on account of the Policy by theexercise of any right permitted under this assignment, withoutresorting or regard to the other security.

In the event of any conflict between the provisions of thisassignment and provisions of the note or other evidence of anyLiability with respect to the Policy or rights of collateral securitytherein, the provisions of this assignment shall prevail.

Each of the undersigned declares that no proceedings inbankruptcy are pending against him and that his property is notsubject to any assignment for the benefit of creditors.

On the

day of

(L.S.)

(L.S.)

Signed and sealed this

STATE OF

COUNTY OF

day of

STATE OF

COUNTY OF

On the day of

before me personally came

,

,

,

,before me personally came

to me known to be the individual described in

and who executed this assignment of life insurance policy and

acknowledged to me that executed the

Duplicate received and filed at the home office of the Insurer in

who being by me duly sworn, did depose and say that he resides in

; that he is the

of , the corporation described in andwhich executed this assignment of life insurance policy; that heknows the seal of said corporation; that the seal affixed to saidassignment is such corporate seal; that it was so affixed by orderof the Board of Directors of said corporation, and that he signed hisname thereto by like order.

My commission expires* * * * * * * * *

.

By

, this day of

My commission expires

same.

A. FOR VALUE RECEIVED

B.

E.

C.

D.

E.

F.

G.

H.

I.

J.

K.

CORPORATE ACKNOWLEDGEMENTINDIVIDUAL ACKNOWLEDGEMENT

Witness

Address

Witness Owner

Address

Beneficiary

Notary Public

Notary Public

Authorized Officer

AMERICAN BANKERS ASSOCIATION, 1965, REPRINTED WITH PERMISSION, ALL RIGHTS RESERVED.Bankers Systems, Inc., St. Cloud, MN Form M-170 7/29/97

NOTE: When executed by a corporation, the corporation seal should be affixed and there should be attached to the assignment a certified copy of the resolutionof the Board of Directors authorizing the signing officer to execute and deliver the assignment in the name and on behalf of the corporation.

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LIFE INSURANCE ASSIGNMENT QUESTIONNAIRE(Prepare in triplicate and send two copies to company)

Date

To

Address City State ZIP Code

From

Address City State ZIP Code

Please supply information regarding your Policy No. Insured

Please return this form in enclosed envelope.

Request authorized by:

By

A.

B.

C.

D.

E.

F.

OWNERSHIP:

1. Is the ownership described above correct as to your records?

PREMIUMS:

1. Premium paid to Annual Semiannual Quarterly Monthly

2. Premium payment branch or agency office name and address

3. In the event of premium default:

(a) Is A.P.L. provision operative?

(b) Will you notify assignee in ample time for assignee to protect its collateral?

CASH VALUE:

1. Cash value as of $ (Dividends excluded: loans not deducted)

2. Cash value of accumulated dividends $ additions $

ENCUMBRANCES:

1. Policy loans (if none, so indicate) $

2. Any existing assignments, tax liens, or other encumbrances on record?

If so, please describe

BENEFICIARY ARRANGEMENT:

Please send to us for execution the following forms or information indicated by (X):

( ) Form to designate insured's estate as beneficiary.

( ) Form to reinstate the present beneficiary arrangement subject to the proposed assignment to this bank.

( ) Form to provide that settlement with an assignee in the event of a death claim will be made in a single sum, or, if such form is not

necessary, your assurance that it is your company's practice to make such a single sum settlement with an assignee.

SPECIAL QUESTIONS: (Use reverse side if additional space is required)

Date of Insurance Company's reply:

Above answers furnished by:

BANK

TYPE OR PRINT NAME OF OWNER, IF OTHER THAN INSURED

SIGNATURE OF OWNER (INSURED)

BANK AUTHORIZED SIGNATURE

TITLE

INSURANCE COMPANY

AUTHORIZED SIGNATURE

MBA -17A 1/80 American Bankers Association, 1965. Reprinted with permission. All rights reserved.BANKERS SYSTEMS, INC., ST. CLOUD, MINN.

DATE

INSURANCE COMPANY

-

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED,

hereby sell, assign and transfer unto

( ) Shares of the Capital Stock of the

standing in

name on the books of said

represented by Certificate No. herewith

and do hereby irrevocably constitute and appoint

attorney to transfer the said stock on the books of the within named Company with full power of substitution in the

Dated

IN PRESENCE OF

By

By

SIGNATURE GUARANTEED

premises.

AUTHORIZED SIGNATURE

AUTHORIZED SIGNATURE

Bankers Systems, Inc., St. Cloud, MN (1-800-397-2341) Form MBA-20/AC-50 10/20/93 (page 1 of 1)

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Preferred Rate Addendum

Lender Borrower

Preferred Rate

Signatures

Loan Number

Loan Date

Maturity Date

Loan Amount

This Preferred Rate Addendum is incorporated into and shall supplement the attached Note between you and me. Terms defined in the Note shall havethe same meaning in this Preferred Rate Addendum.

The interest rate on the Note is a Preferred Rate. This Preferred Rate is offered in consideration of the following Preferred Rate requirements.

My continued employment with you. I am currently employed by you. If I am no longer employed by you, the interest rate will immediately

increase by %.

My agreement to maintain a deposit account with you. I agree to maintain a deposit account with you. If I fail to maintain a deposit account with you,

the interest rate will immediately increase by %.

My agreement to maintain on deposit with you a qualifying minimum balance. I agree to maintain on deposit with you a qualifying minimum balance of

$ in the following account(s):

. If my balance falls below the qualifying amount, the interest rate will immediately increase by %.

My agreement that all scheduled payments will be paid by automatic debit. I agree to make all scheduled payments by automatic debit. If I fail

for any reason to make a scheduled payment by automatic debit, the interest rate will immediately increase by %.

If I fail to meet the Preferred Rate requirement, the interest rate will immediately increase by the amount

indicated above. The maximum interest rate will never be higher than %, or the maximum rate allowed by applicable law,whichever is less. The increase in the interest rate will have the following effect on the payments:

The amount of each scheduled payment will change.

The number of payments will change.

The amount of the final payment will change.

The interest rate on the Note is a Preferred Rate. This Preferred Rate is offered in consideration of the following Preferred Rate requirements.

My continued employment with you. I am currently employed by you. If I am no longer employed by you, the interest rate will immediately

increase by %.

My agreement to maintain a deposit account with you. I agree to maintain a deposit account with you. If I fail to maintain a deposit account with

you, the interest rate will immediately increase by %.

My agreement to maintain on deposit with you a qualifying minimum balance. I agree to maintain on deposit with you a qualifying minimum balance of

$ in the following account(s):

. If my balance falls below the qualifying amount, the interest rate will immediately increase by %.

My agreement that all scheduled payments will be paid by automatic debit. I agree to make all scheduled payments by automatic debit. If I fail

for any reason to make a scheduled payment by automatic debit, the interest rate will immediately increase by %.

If I fail to meet the Preferred Rate requirement, the margin and interest rate will immediately increaseby the amount indicated above. The payments will change as indicated in the Note.

In the underlying loan transaction, the interest rate may vary after consummation regardless of whether the preferred rate ceases to exist.I have been given additional disclosures regarding those adjustable rate mortgage features.Cumulative interest rate changes due to termination of the Preferred Rate requirement and a change in the underlying variable rate are subject to anylimits on interest rate changes set forth in the Note.

By signing, I acknowledge receipt of a copy of this Preferred Rate Addendum on today's date.

l

l

l

l

l

l

llll

l

l

l

l

l

Preferred Rate Requirements for transactions with an underlying fixed interest rate.

Preferred Rate.

Termination of Preferred Rate Requirement.

Preferred Rate Requirements for transactions with an underlying variable interest rate.

Preferred Rate.

Termination of Preferred Rate Requirement.

Variable Rate.

X X

X X

Preferred Rate Addendum2002 Bankers Systems, Inc., St. Cloud, MN Form PR-ADD 2/20/2004 Page 1 of 1

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This Advance relates to my loan:

Loan Number

Max. Principal

DateLENDER'S NAME AND ADDRESSBORROWER(S)

"I", "Me" and "My" means each borrower named above, jointly and individually. "You" means the lender, its successors and assigns.

Pursuant to the terms of my loan agreement (described above), I am requesting an advance as follows:

Cashiers Check Deposit to Account #

.

I agree that the amount of any advance you make to me will be added to the outstanding principal balance of my loan and earn interestat the rate(s) in effect on my loan from time to time. I understand that you may grant my request, refuse my request, grant part of myrequest or place conditions on making an advance unless such actions are inconsistent with the terms of my loan agreement. If anyconditions for my receiving this or future advances are specified below, I agree to satisfy those conditions before you are obligated tomake the advance. I also agree that any collateral securing my loan will also secure any advance you make to me pursuant to my loanagreement. I acknowledge receipt of a copy of this Request for Advance.

REQUEST FOR ADVANCE

Amount: $ Date Needed:

Purpose:

Method of Advance: l ll

l l l l

Signature Date Signature Date

For Lender Use Only

Request is: Approved in Full Approved in Part Not Approved Approved subject to the Following Conditions

Conditions:

Date Advanced: Amount Advanced: $ New Outstanding Principal Balance $

Method of Advance:

Comments:

.

.

.

Loan Officer Date

1989 BANKERS SYSTEMS INC., ST. CLOUD, MN 56301 (1-800-397-2341) FORM RFA 7/13/89- (page 1 of 1)

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BORROWER NAME AND ADDRESS SUBORDINATING CREDITOR NAME AND ADDRESS LENDER NAME AND ADDRESS

If checked, refer to the attached addendum incorporated herein, for additional parties and their signatures.

DATE:

The Subordinated Debt is all current and future debts, liabilities and obligations that Borrower owes to Subordinating Creditor, whether direct

or indirect, absolute or contingent, secured or unsecured, due or to become due, or created or acquired by assignment or otherwise, with all

interest, fees and other amounts Borrower owes under the applicable loan or credit agreement or instrument.

The Subordinated Debt will not include the following:

The Subordinated Debt is the following specifically described debt:

Subordinating Creditor will not receive or enforce (by set-off or other means) any payments on the Subordinated Debt until the Senior Debt is

fully paid, except accrued interest on the Subordinated Debt when Borrower is not in default under any agreement with Lender.

except as follows:

By signing, Borrower, Subordinating Creditor and Lender agree to the terms contained in this Agreement. Borrower and Subordinating

Creditor have signed this Agreement for the purposes stated after a complete reading and acknowledge receipt of a copy of this Agreement.

Check one.

The Senior Debt is all current and future debts, liabilities and obligations that Borrower owes to Lender, whether direct or indirect,

absolute or contingent, secured or unsecured, due or to become due, or created or acquired by assignment or otherwise, and post-petition bankruptcy

advances, with all interest, fees and other amounts Borrower owes under the applicable loan or credit agreement or instrument.

Borrower currently owes the following debts, liabilities and obligations to Lender:

Borrower has requested that Lender provide Borrower with additional indebtedness, described as follows:

Until the Senior Debt is fully paid, Borrower will not pay the Subordinated Debt or transfer or encumber the property securing the

Subordinated Debt (check one)

Subordinating Creditor waives the right to receive or enforce any security for the Subordinated Debt. Subordinating Creditor will be subrogated to

Lender's right to receive payments on the Senior Debt to the extent Lender receives payments on the Subordinated Debt. Subordinating Creditor may

exercise this right of subrogation only after the Senior Debt is fully paid.

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l

DEBT SUBORDINATION AGREEMENT

SIGNATURES.

BORROWER: SUBORDINATING CREDITOR: LENDER:

SUBORDINATED DEBT.

SENIOR DEBT.

SUBORDINATION.

ADDITIONAL TERMS.

(page 1 of 2)-

DEBT SUBORDINATION AGREEMENT2000 Bankers Systems, Inc., St. Cloud, MN Form SUB-DEBT 2/15/2001

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(page 2 of 2)

-

DEBT SUBORDINATION AGREEMENT2000 Bankers Systems, Inc., St. Cloud, MN Form SUB-DEBT 2/15/2001

BORROWER INSOLVENCY.

ATTORNEYS' FEES.

WAIVER OF NOTICE.

SUCCESSORS.

TERM.

CONSIDERATION.

SECURITY INTEREST.

WARRANTY.

AGREEMENTS.

INFORMATION.

CROSS-DEFAULT.

SPECIFIC PERFORMANCE.

OTHER REMEDIES.

AMENDMENT, INTEGRATION AND SEVERABILITY.

INTERPRETATION.

WAIVER.

APPLICABLE LAW.

LEGEND.

At Lender's request, Subordinating Creditorwill do the following when Borrower becomes subject to bankruptcy,insolvency proceedings, or marshaling of assets and liabilities.

A.

B.

C.

Lender may also take these same actions on its own behalf and any otheraction as Lender considers appropriate for enforcing Lender's rights,including voting the Subordinated Debt, and will apply any payment ordistribution received to the Senior Debt.

The prevailing party will be entitled to receive fromthe losing party the prevailing party's reasonable costs and expensesincurred in any proceeding concerning this Agreement, including courtcosts and attorneys' fees.

Borrower and Subordinating Creditor waive allnotices from Lender relative to this Agreement, including its acceptance,notice of Borrower's default under any agreement with Lender, or ofLender's extension of credit to Borrower or other notices.

The duties and benefits of this Agreement will bind andbenefit the successors and assigns of Subordinating Creditor, Borrowerand Lender.

After notifying Lender, Subordinating Creditor may end thisAgreement for any debts, liabilities and obligations Borrower owes toLender arising under future agreements. Otherwise, this Agreement willend only after Borrower has fully paid and performed on all debts,liabilities and obligations owed to Lender. For the purposes of thissection, "future agreements" excludes any debts, liabilities andobligations owed by Borrower to Lender that are created under anycommitments effective on this Agreement's date. SubordinatingCreditor's death, dissolution or bankruptcy will not terminate thisAgreement.

Lender is willing to provide Borrower with therequested credit only if Subordinating Creditor will subordinate theSubordinated Debt to the Senior Debt. Subordinating Creditor will benefitfrom Lender extending credit to Borrower. Subordinating Creditoracknowledges that each future extension of credit by Lender to Borrowerwill be made in reliance on this Agreement.

To secure the payment and performance of theSenior Debt, Subordinating Creditor transfers and assigns to Lender all ofSubordinating Creditor's right, title and interest in and to, and grantsLender a security interest in each instrument representing theSubordinated Debt and in any real or personal property securing theSubordinated Debt. To fully perfect this security interest, SubordinatingCreditor will deliver to Lender each instrument, endorsed to Lender, aproperly executed financing statement and any other instrument Lenderconsiders necessary to attach and perfect Lender's security interest. Forpurposes of this section and any related agreements, Lender is a creditorand Subordinating Creditor is a debtor as defined under the UniformCommercial Code. Lender may exercise Lender's rights under this sectionwithout first proceeding against Borrower or Subordinating Creditor.

Subordinating Creditor and Borrower warrant to Lender thatthe Subordinated Debt is, or will be at time of acquisition, represented byan instrument and held by Subordinating Creditor free and clear of anyother transfers, assignments, liens, encumbrances or subordinations.Subordinating Creditor and Borrower warrant to Lender that each has thepower and authority to enter into this Agreement. If SubordinatingCreditor is not an individual, Subordinating Creditor warrants that itsboard of directors or its board's loan committee (or other governinggroup) approved this Agreement, that the minutes or a written resolutionreflect this approval and that Subordinating Creditor will maintain thisAgreement and the minutes or resolution as a part of its official record.

Subordinating Creditor will not transfer, assign, encumberor subordinate the Subordinated Debt, other than under this Agreement,without Lender's prior written consent. Subordinating Creditor will notconvert any or all of the Subordinated Debt to capital stock or othersecurities of Borrower. Subordinating Creditor will not forgive, dischargeor cancel the Subordinated Debt. Subordinating Creditor and Borrowerwill not modify the Subordinated Debt or any related agreement withoutLender's prior written consent. Subordinating Creditor will not begin orjoin with any other creditors to put Borrower into bankruptcy,reorganization or other insolvency proceeding. Subordinating Creditor'sbooks and records will indicate that payments for the Subordinated Debtare subordinate to Lender's Senior Debt. Subordinating Creditor andBorrower will not take or permit any action that is inconsistent with thisAgreement.

Subordinating Creditor will collect and receive for Lender's account,the Subordinated Debt and any other payments or distributionsconcerning the Subordinated Debt.Subordinating Creditor will file appropriate claims or proofs of claimfor the Subordinated Debt.Subordinating Creditor will execute and deliver to Lender any powersof attorney, assignments or other instruments necessary for Lender'senforcement of any claims for the Subordinated Debt.

"The rights of the holder hereof are subordinate, inferior and subjectto the rights of [ ] (Lender) under a Debt SubordinationAgreement among Lender, [ ](Subordinating Creditors) and [ ] (Borrowers), dated[ ]."

Borrower and Subordinating Creditor agree that this Agreement is solelyfor Lender's protection. This Agreement does not impose any additionalduties on Lender concerning Borrower's or Subordinating Creditor'sproperty, except Lender will exercise reasonable care in the custody andpreservation of this property when it's in Lender's possession.

Subordinating Creditor will provide Lender with anyinformation Lender requests from time to time concerning theSubordinated Debt or otherwise related to this Agreement. After Lendergives Subordinating Creditor prior notice, Subordinating Creditor andBorrower will allow Lender to inspect their records concerning theSubordinated Debt and to place the legend on any instruments as thisAgreement requires.

A default under this Agreement constitutes a defaultunder each agreement Borrower has with Lender.

Lender may demand specific performance ofthis Agreement. Subordinating Creditor irrevocably waives any defensethat may be asserted to bar Lender's remedy to specific performance,such as the adequacy of a remedy at law.

If Subordinating Creditor receives any payment, otherthan as provided in this Agreement, or enforces the Subordinated Debt orits security, then Subordinating Creditor will hold any payment, securityor proceeds in trust for Lender. Subordinating Creditor will then promptlyturn over to Lender any payment, security or its proceeds in the formreceived and properly endorsed to Lender. Lender may apply thepayment, security or proceeds as Lender considers appropriate to anydebts, liabilities and obligations that Borrower owes Lender. ThisAgreement is unaffected by Lender's waiver, forbearance or amendmentof any of Borrower's debts, liabilities and obligations to Lender.

This Agreement maynot be amended or modified by oral agreement. No amendment ormodification of this Agreement is effective unless made in writing andexecuted by Subordinating Creditor, Borrower and Lender. ThisAgreement is the complete and final expression of the agreement. If anyprovision of this Agreement is unenforceable, then the unenforceableprovision will be severed and the remaining provisions will still beenforceable.

Whenever used, the singular includes the plural andthe plural includes the singular. The section headings are for convenienceonly and are not to be used to interpret or define the terms of theAgreement.

By choosing any one or more remedies Lender does not give upLender's right to use any other remedy. Lender does not waive a defaultif Lender chooses not to use a remedy. By electing not to use anyremedy, Lender does not waive Lender's right to later consider the eventa default and to use any remedies if the default continues or occursagain.

This Agreement is governed by the laws of thejurisdiction where Lender is located, the United States of America and tothe extent required, by the laws of the jurisdiction where the Property islocated.

Subordinating Creditor or Borrower will provide the followinglegend, properly completed, on each instrument representing theSubordinated Debt:

Lender NameSubordinating Creditor Name(s)

Borrower Name(s)Date of Agreement

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Statement of Purpose for an Extension of Credit Secured by Margin Stock(Federal Reserve Form U-1)

Name of Bank

This report is required by law (15 U.S.C. §§ 78g and 78w; 12 CFR 221).

FR U-1OMB No. 7100-0115Approval expires March 31, 2011

The Federal Reserve may not conduct or sponsor, and an organization (or aperson) is not required to respond to, a collection of information unless itdisplays a currently valid OMB control number.

Instructions

Part I

2. The term "margin stock" is defined in Regulation U (12 CFR 221) and includes, principally: (1) stocks that are registered ona national securities exchange; (2) debt securities (bonds) that are convertible into margin stocks; (3) any over-the-countersecurity designated as qualified for trading in the National Market System under a designation plan approved by the Securitiesand Exchange Commission (NMS security); and (4) shares of most mutual funds, unless 95 per cent of the assets of the fund arecontinuously invested in U.S. government, agency, state, or municipal obligations.

1. What is the amount of the credit being extended?

2. Will any part of this credit be used to purchase or carry margin stock? Yes No

If the answer is "no," describe the specific purpose of the credit.

I (We) have read this form and certify that to the best of my (our) knowledge and belief the information given is true, accurate,and complete, and that the margin stock and any other securities collateralizing this credit are authentic, genuine, unaltered, andnot stolen, forged, or counterfeit.

This form should not be signed if blank.

To be completed by borrower(s)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Signed: Signed:

3. Please print or type (if space is inadequate, attach separate sheet).

1. This form must be completed when a bank extends credit in excess of $100,000 secured directly or indirectly, in whole orin part, by any margin stock.

l l

A borrower who falsely certifies the purpose of a credit on this form or otherwise willfully or intentionally evadesthe provisions of Regulation U will also violate Federal Reserve Regulation X, "Borrowers of Securities Credit."

Public reporting burden for this collection of information is estimated to average10 minutes per response, including the time to gather and maintain data in therequired form and to review instructions and complete the informationcollection. Send comments regarding this burden estimated or any other aspectof this collection of information, including suggestions for reducing this burdento: Secretary, Board of Governors of the Federal Reserve System, 20th and CStreets, N.W., Washington, DC 20551; and to the Office of Management andBudget, Paperwork Reduction Project (7100-0011), Washington, DC 20503.

Borrower's signature Date

Print or type name

Borrower's signature Date

Print or type name

Statement of Purpose-Margin Stock

Wolters Kluwer Financial Services

U-1 3/25/2008

VMPC145 (0803).00

$

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Part III

Part II

To be signed by a bank officer in all instances.

I am a duly authorized representative of the bank and understand that this credit secured by margin stock may be subject to thecredit restrictions of Regulation U. I have read this form and any attachments, and I have accepted the customer's statement inPart I in good faith as required by Regulation U*; and I certify that to the best of my knowledge and belief, all the informationgiven is true, accurate, and complete. I also certify that if any securities that directly secure the credit are not or will not beregistered in the name of the borrower or its nominee, I have or will cause to have examined the written consent of theregistered owner to pledge such securities. I further certify that any securities that have been or will be physically delivered to thebank in connection with this credit have been or will be examined, that all validation procedures required by bank policy andthe Securities Exchange Act of 1934 (section 17(f), as amended) have been or will be performed, and that I am satisfied to thebest of my knowledge and belief that such securities are genuine and not stolen or forged and their faces have not been altered.

To be completed by bank only if the purpose of the credit is to purchase or carry margin securities (Part I(2)answered "yes").

1. List the margin stock securing this credit; do not include debt securities convertible into margin stock. The maximum loanvalue of margin stock is 50 per cent of its current market value under the current Supplement to Regulation U.

Signed:

3. List other collateral including nonmargin stock securing this credit.

2. List the debt securities convertible into margin stock securing this credit. The maximum loan value of such debt securities is50 per cent of the current market value under the current Supplement to Regulation U.

*To accept the customer's statement in good faith, the officer of the bank must be alert to the circumstances surrounding the credit and, if in possession of anyinformation that would cause a prudent person not to accept the statement without inquiry, must have investigated and be satisfied that the statement is truthful.Among the facts which would require such investigation are receipt of the statement through the mail or from a third party.

Bank officer's signature

Print or type name

Date

Title

Note: Bank need not complete "Date and source of valuation" if the market value was obtained from regularly published information in a journal of general circulationor an automated quotation system.

This form must be retained by the lender for three years after the credit is extinguished.

Statement of Purpose-Margin Stock

Wolters Kluwer Financial Services

U-1 3/25/2008

VMPC145 (0803).00

FR U-1Page 2 of 2

IssueTotal market

value per issuePrincipalamount

Describe brieflyGood faithloan valueMarket price

Date and sourceof valuation

(See note below)

IssueTotal market

value per issueNo. ofshares

Market priceper share

Date and sourceof valuation

(See note below)

Date and sourceof valuation

(See note below)Market price

196