[LOGO] CHRYSLER
FINANCIAL
SECURITY AGREEMENT AND CAPITAL LOAN AGREEMENT
THIS SECURITY AND CAPITAL LOAN AGREEMENT (hereinafter called the "Agreement")
dated this 15 day of May 1996, is by and between LAKE XXXXXX XXXXX, INC., having
its principal place of business at 20700 XXXXXXXX CHAPEL RD., XX XXX 000,
XXXXXXXXX, XX, 00000 (hereinafter called "Borrower"), and Chrysler Financial
Corporation, a Michigan corporation, having offices located at 00000 Xxxxxxxx
Xx., Xxxxxxxxxx, XX 00000 (hereinafter called "Lender").
WHEREAS, Borrower is engaged in business as an authorized motor vehicle dealer,
which includes the sale and service of new and used motor vehicles, parts, and
accessories (which business hereinafter shall be called "Borrower's Business")
and desires to borrow funds from Lender to be used as working capital in the
ordinary course of operating Borrower's Business, or as otherwise agreed to by
Lender in writing; and
WHEREAS, Lender is willing to lend to Borrower said capital funds on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration paid by each party to the other, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1.0 DEFINITIONS - When used in this Agreement, the following terms shall
have the following meanings:
"Account" shall mean any right to payment for Goods sold or leased or for
services rendered which is not evidenced by an Instrument of Chattel Paper,
whether or not such account has been earned by performance.
"Affiliate" with respect to Borrower shall mean any person, entity or business
organization which, directly or indirectly, controls, is controlled by or is
under common control with the Borrower.
"Books" shall mean all books, records and correspondence relating to the
Collateral, including but not limited to, all ledgers, computer and automatic
machinery software and programs, printouts and computer runs and other computer
prepared information.
"Chattel Paper" shall mean a writing or writings which evidence both a monetary
obligation and a security interest in or a lease of specific Goods.
"Collateral" shall mean all property and interests in property or rights in
which a security interest is granted by Borrower to Lender in this Agreement
pursuant to Section 3 hereof.
"Commitment Letter" shall mean that certain letter attached hereto, if any,
between Borrower and Lender, setting forth certain terms and conditions of the
Loan.
"Contract Right" shall mean any right of Borrower to payment under a contract
for the sale of Goods or the rendering of services, which right is at the time
not yet earned by performance.
"Documents" shall mean any xxxx of lading, dock warrant or receipt, warehouse
receipt or order for the delivery of Goods.
"Effective Net Worth" shall mean the reported net worth of Borrower plus
subordinated notes payable and net LIFO reserve, minus Affiliate, officer and
employee receivables, net unamortized leasehold improvements, intangible assets
and all other assets not directly related to Borrower's Business.
"Equipment" shall mean Goods together with any and all accessions, parts and
appurtenances thereto, used or bought for use or hereafter bought for use
primarily in Borrower's Business which are not included in the definition of
Inventory.
"Event of Default" shall mean the occurrence of any of the events as contained
in Section 8 of this Agreement.
"General Intangibles" shall mean any personal property (including things in
action) other than Goods, Accounts, Chattel Paper, Documents, Instruments and
money.
"Goods" shall mean all things which are moveable at the time the security
interest attaches or which are fixtures.
"Instrument" shall mean a negotiable instrument or a security or any other
writing which evidences a right to the payment of money.
"Inventory" shall mean any and all Goods, now owned or hereafter acquired by
Borrower, which are held for sale or lease or are furnished or to be furnished
under a contract or service.
"Obligations" shall mean any and all liability, obligation, or indebtedness owed
pursuant to the terms and conditions of this Agreement and any and all other
agreements, promissory notes, guaranties and contractual arrangements or every
kind and nature between Borrower and Lender, whether now or hereafter in
existence.
"Proceeds" shall mean whatever is received upon the sale, exchange, collection
or other disposition of the Collateral or proceeds, whether cash proceeds or
non-cash proceeds.
"Net Working Capital" shall mean the excess of Borrower's current assets over
Borrower's current liabilities.
SECTION 2.0 THE LOAN
2.1 Lender hereby agrees to loan to Borrower, and Borrower hereby agrees to
borrow from Lender, an amount which shall be evidenced by a promissory note
(the "Note") to be executed by Borrower concurrently herewith, which Note
shall be in substance and form satisfactory to Lender. The amount borrowed
may be increased from time to time upon written request of Borrower
approved by Lender. The initial loan and any new advances evidencing
increases to the initial loan (hereinafter in the aggregate referred to as
the "Loan") shall be subject to the terms and conditions of this Agreement.
The Loan may be prepaid at any time in whole or in part without penalty.
2.2 The Note shall evidence the terms or repayment of the Loan.
The Loan shall bear interest upon the unpaid balance thereof at that rate
of interest stated in the Note.
Principal and interest shall be due and payable on the date(s) and in the
amounts as specified in the Note.
2.3 Borrower and Lender agree that it is their respective intentions, and they
do specifically agree: (a) that this Agreement, the Note issued hereunder,
and any subsequent promissory notes issued hereunder evidencing new
advances, and any subsequent agreements between the parties, provide for
cross collateralization and cross rights to declare a default whereby all
Collateral is security for all Obligations; (b) upon the occurrence of an
Event of Default, all Obligations shall be matured, immediately due and
payable, notwithstanding any maturity date thereof, or agreements thereto,
to the contrary, and (c) that the agreements contained in this Section 2.3
shall be, and are hereby, made a part of all agreements between Borrower
and Lender, whether now or hereafter in existence.
SECTION 3.0 SECURITY
3.1 As security for the prompt and complete payment and performance when due of
all Obligations due Lender, Borrower hereby grants to Lender a continuing
security interest in all of Borrower's right, title and interest in, to and
under the following Collateral, whether now owned or hereafter acquired:
(a) all of Borrower's Accounts, Books, Contract Rights, Documents,
Instruments, Chattel Paper and General Intangibles;
(b) all of Borrower's Equipment, furniture, fixtures, machinery and
supplies;
(c) all of Borrower's Inventory including but not limited to all new and
used motor vehicles and all automotive parts and accessories; and
(d) all Proceeds and products of any of the foregoing.
3.2 As further and additional security, Borrower hereby assigns to Lender all
credits which are now or hereafter become due to the Borrower from Chrysler
Motors Corporation, its subsidiaries, affiliates or associated companies,
or such other manufacturer from which Borrower purchases its inventory.
SECTION 4.0 BORROWER'S WARRANTIES - To induce Lender to enter into this
Agreement to make the loan contemplated hereby, Borrower represents and warrants
as follows:
4.1 Borrower operates Borrower's Business in the form of business organization
and from the principal place of business as set forth in the introductory
paragraph of this Agreement, and Borrower is in good standing, duly
authorized, licensed and franchised to operate Borrower's Business.
4.2 All balance sheets, statements of profit and loss and other financial data
which have been furnished by Borrower to Lender fairly present the
financial condition of Borrower's Business as of the dates stated therein,
and the results of its operations for the periods for which the same are
furnished; all other information, reports, papers and data furnished to
Lender are accurate and correct in all material respects and complete
insofar as completeness may be necessary to give Lender a true and accurate
knowledge of the subject matter; and there has been no change in the
business, earnings, prospects, assets, liabilities or condition (financial
or otherwise) of Borrower's Business from that set forth in the most recent
financial statements furnished by Borrower to Lender other than changes in
the ordinary course of Borrower's Business, none of which changes have been
materially adverse.
4.3 None of the assets of Borrower's Business is, as of the date hereof,
subject to any mortgage, pledge, lien or encumbrance in favor of anyone
other than Lender except liens of the kind permitted by Section 6.2 hereof,
unless otherwise agreed to by Lender in writing.
4.4 There is not now pending against Borrower, nor, to the knowledge of counsel
to Borrower or Borrower or to the officers, managers or principals of
Borrower's Business, is there threatened any litigation or legal,
administrative or tax proceedings, investigations or other action or
matter, the outcome of which in the opinion of counsel to Borrower or
Borrower or such officers, managers or principals could materially
adversely affect the continued operation or condition (financial or
otherwise) of Borrower's Business.
4.5 Borrower warrants that there exists on the date of this Agreement no Event
of Default and no event which with the lapse of time would become an Event
of Default.
4.6 Borrower warrants that it is and shall remain the lawful owner of the
Collateral, free of all liens and claims whatsoever, other than the
security interest created hereby or pursuant hereto, or specifically
allowed by this Agreement, and has the authority and right to subject the
Collateral to the security interest granted to Lender by this Agreement.
SECTION 5.0 BORROWER'S AFFIRMATIVE COVENANTS - Borrower hereby covenants and
agrees that, for so long as there shall remain any indebtedness hereunder:
5.1 Borrower will maintain the existence in good standing of Borrower's
Business, and continue to keep in full force and effect any and all
licenses, franchises and other authorizations necessary to conduct
Borrower's Business.
5.2 Borrower will keep proper Books of the operations of Borrower's Business
satisfactory to Lender. Borrower will furnish to Lender within 20 days
after the end of each month, for so long as this Agreement shall be
effective, balance sheets and statements of profit and loss for each month
with respect to Borrower's Business (and, upon request of Lender,
Affiliates of Borrower), in such detail as Lender reasonably may require
from time to time; and within 120 days after the close of each of
Borrower's fiscal years hereafter, for so long as this Agreement shall
remain in effect, Borrower will furnish Lender a completed, executed copy
of a report of an examination of the financial affairs of Borrower's
Business (and, upon request of Lender, Affiliates of Borrower) made by
independent certified public accountants selected by Borrower and
acceptable to Lender, such report of Borrower's Business and Affiliates,
where applicable, to be in such detail and with such certification as
Lender reasonably may require from time to time; and Borrower will furnish
such other financial statements as Lender reasonably may require from time
to time. Borrower will permit Lender to inspect and make copies of the
Books of Borrower's Business at all reasonable times and from time to time.
All such balance sheets, statements of profit and loss and other financial
statements as Borrower may furnish hereunder will fairly present the
financial condition of Borrower's Business and Affiliates, where
applicable, as of the dates and for the periods for which the same are
furnished and shall be certified as true and correct by an appropriate
officer of Borrower or Affiliate, as applicable.
5.3 At the time any asset of Borrower's Business is assigned, mortgaged,
pledged or otherwise hypothecated to Lender as security for any Obligation,
Borrower will be the lawful owner thereof; the same being free from all
encumbrances except as specifically stated in the instrument by which the
same shall be so assigned, mortgaged, pledged or otherwise hypothecated;
and the Borrower will warrant and defend the same against all claims and
demands of any kind or nature.
5.4 Borrower promptly will pay when due all contractual obligations calling for
the payment of money, taxes, assessments and charges imposed upon Borrower
and upon Borrower's Business and Borrowers's properties, assets,
operations, products, income or securities and also promptly will pay all
claims which constitute, or, if unpaid, may become a lien, charge or
encumbrance upon Borrower's Business or any of Borrower's properties,
assets, operations, products, income or securities.
5.5 Borrower shall be responsible for all loss and damage to Borrower's
Business and agrees to keep Borrower's Business insured against loss or
damage by fire, theft, collision and vandalism and against such other
losses as Lender may require from time to time. Insurance policies for the
said insurance shall be with such companies and in such amounts and in such
form as shall be satisfactory to Lender. All such policies of insurance
shall contain an endorsement in form and substance satisfactory to Lender,
showing loss payable to Lender as its interest may appear, and a
certificate of insurance evidencing such coverage will be provided to
Lender.
5.6 Borrower will, upon request of Lender, execute such financing statements
and other documents (and pay the cost of filing or recording the same in
all public offices deemed necessary by Lender) and do all such other acts
and things as Lender may from time to time request, to establish and
maintain a valid first perfected security interest in the Collateral. (free
of all other liens and claims whatsoever except as otherwise expressly
provided herein) to secure the payment of the Obligations.
5.7 Borrower will keep, at the address designated above, all Books concerning
the Collateral, which Books will be of such character as will enable Lender
or its designees to determine at any time the status of the Collateral.
5.8 Borrower will, upon request of Lender, stamp on its Books concerning the
Collateral, a notation or other notice(s), in form satisfactory to Lender,
or take such other action to place third parties on notice of the security
interest of Lender in the Collateral.
5.9 Borrower will, upon request of Lender, immediately deliver to Lender,
appropriately endorsed to the order of Lender, any note, trade acceptance,
installment contract, chattel paper or other writing for the payment of
money which shall be received by Borrower and which may at any time
evidence any obligation to Borrower for payment for Goods sold or services
rendered.
5.10 Borrower will not sell, assign, create or permit to exist any lien on or
security interest in any Collateral to or in favor of anyone other than
Lender, other than the sale of Inventory in the ordinary course of
Borrower's Business.
5.11 Borrower will, at Borrower's sole cost and expense, keep the Collateral in
as good and substantial repair and condition as the same is now or at the
time the lien and security interest granted by this Agreement shall attach
thereto, reasonable wear and tear excepted, making repairs and replacements
when and where necessary. Borrower will further take all action necessary
to insure the real estate upon which the Borrower's Business is located
shall be free of hazardous conditions, substances and pollutants of any
kind.
5.12 Borrower shall apply the proceeds of the Loan for the purposes set forth in
this Agreement and shall furnish such evidence thereof as Lender may
request.
5.13 Borrower shall maintain a value of Collateral to Loan ratio as may be
established by Lender in writing from time to time.
SECTION 6.0 BORROWER'S NEGATIVE COVENANTS - Borrower hereby covenants and agrees
that, for so long as there shall remain any Obligation owing to Lender, it will
not, without the prior written consent of Lender:
6.1 Create or have outstanding any indebtedness for money borrowed other than
from Lender.
6.2 Create, permit or suffer to exist any mortgage, lien or other encumbrance
to be levied upon or become a charge against Borrower's Business or any of
its properties, assets, operations, products, income or securities other
than mortgages, liens or other encumbrances in favor of Lender, liens for
taxes not delinquent of being contested in good faith, liens or mechanics
or materialmen arising in the ordinary course of Borrower's Business with
respect to liabilities which are not overdue or which are being contested
in good faith, and liens resulting from deposits or pledges to secure
payments or worker's compensation, unemployment insurance, old age pensions
or social security.
6.3 Endorse, guarantee or become surety for the payment of any debt or
liability, of any individual, partnership or corporation, directly or
contingently, except for recourse on the obligations of retail purchasers
of Inventory from Borrower and in connection with endorsing checks and
other negotiable instruments for deposit and collection.
6.4 Sell, exchange, transfer or otherwise dispose of any of its properties,
assets, operations or products except in the normal course of Borrower's
Business; consolidate Borrower's Business with or merge Borrower's Business
into any other business concern or permit any other business concern to
consolidate with or merge into Borrower's Business; or sell, exchange,
transfer, lease or otherwise dispose of all or any substantial part or its
capital assets; or make or have outstanding any loan or advance to any
individual, partnership or corporation, purchase any security of any
corporation or invest in the obligations of any individual, partnership or
corporation.
6.5 Make expenditures in any fiscal year in excess of that amount agreed to by
Lender in writing from time to time.
6.6 Permit the Net Working Capital and Effective Net Worth of Borrower's
Business to be less than those amounts agreed to by Lender in writing from
time to time.
6.7 Make any loan to or increase the present salary or drawing account of any
principal, officer or manager of Borrower's Business, directly or
indirectly, or permit any of the foregoing to withdraw from Borrower's
Business money in any manner other than in the normal and usual course of
Borrower's Business.
6.8 Make a distribution of dividends to its stockholders.
SECTION 7.0 OWNERSHIP AND MANAGEMENT OF BORROWER'S BUSINESS
7.1 Lender has elected to enter into this Agreement and to make the Loan
contemplated hereby with reliance and confidence in the integrity and
ability of the persons presently having ownership interest in or being in
the active management and operation of Borrower's Business as disclosed to
Lender concurrently herewith, and in reliance that said persons are and
shall continue to have the same ownership interest in or be in the active
management and operation of Borrower's Business or both, as the case may
be, so long as this Agreement remains effective and the Obligations remain
outstanding.
SECTION 8.0 EVENTS OF DEFAULTS AND REMEDIES
8.1 Each one or more of the following acts or occurences shall constitute and
Event of Default hereunder:
(a) If Borrower fails to make the due and punctual payment of all or any
portion of any payment of principal or interest due or to become due
hereunder or the Note or under any other agreement between Borrower and
Lender, including, without limiting the generality of the foregoing,
failure in the prompt payment of notes evidencing the financing of
Borrower's inventory of new and/or used motor vehicles or any other
Obligations; or
(b) If failure shall be made in the due observance or performance of any
covenant, agreement or condition to be performed by Borrower or any
guarantor hereof, or
(c) If any representative or warranty made by Borrower to Lender shall have
been determined by Lender to be untrue in any material respect as of the
date that any such representation or warranty was made; or
(d) The occurance (i) of Borrower becoming insolvent or bankrupt, or
ceasing, being unable or admitting in writing its inability to pay its
debts as they mature, or making a general assignment for the benefit of, or
entering into any composition or arrangement with creditors (ii) of
proceedings for the appointment of a receiver, trustee, or liquidator of
the Borrower or of a substantial part of its assets, being authorized or
instituted by or against Borrower or (iii) of proceedings under the United
States Bankruptcy Code or other bankruptcy, reorganization, readjustment of
debt, insolvency, dissolution, liquidation or other similar law of any
jurisdiction being authorized or instituted against the Borrower; or
(e) If there is now or shall hereafter be any change in the ownership
interest in or active management and operation of Borrower's Business; or
(f) If Lender deems it is insecure for any reason or Borrower's Business is
in danger of misuse, loss, seizure or confiscation; or
(g) If any judgement against or levy, execution, attachment or other
proceedings are commenced or obtained in connection with a judgment or
otherwise against, or a receiver appointed of, or writ of attachment or
garnishment is issued against the Borrower or a substantial part of the
assets of Borrower; or
(h) If Lender in good faith reasonably believes the margin of Collateral to
the outstanding Obligations is so insufficient that the prospect of payment
is impaired or otherwise insecure; or
(i) The termination of any franchise authorizing Borrower to sell motor
vehicles at the address stated above.
8.2 Upon the existence of an Event of Default, all outstanding Obligations of
Borrower to Lender will (notwithstanding any provisions to the contrary)
without demand or notice of any kind, thereupon immediately become due and
payable, and Lender may, without any notice to Borrower, notify any parties
obligated to Borrower on any of the Collateral to make payment to Lender of
any amounts due or to become due thereunder and enforce collection of any
of the Collateral by suit or otherwise, and surrender, release or exchange
all or any part thereof; or compromise, extend or renew for any period
(whether or not longer than the original period) any indebtedness
thereunder or evidenced thereby. Upon request of Lender, Borrower will, at
its own expense, notify any parties obligated to Borrower on any of the
Collateral to make payment to Lender of any amounts due or to become due
thereunder. In addition, Lender may take possession of the Collateral and
any Books concerning same wherever they may be found, with or without
process of law, and may dispose of the Collateral or any portion thereof in
any manner permitted by law. Unless otherwise agreed to by the parties in
writing, any notification of intended disposition of any of the Collateral
required by law shall be deemed reasonably and properly made if given at
least seven days before such disposition.
SECTION 9.0 APPOINTMENT OF LENDER AS ATTORNEY
9.1 When an Event of Default shall occur and be continuing, Borrower hereby
irrevocably appoints Lender as attorney-in-fact with power of substitution
to act for Borrower in Borrower's name or in the name of Lender or
otherwise, for the use and benefit of Lender hereunder, at the expense of
Borrower, provided that in no event shall this appointment impose any duty
on Lender to act initially or thereafter, as this appointment is made
solely to allow Lender to protect its interests in the Collateral from time
to time at its option. This special power of attorney shall include, but
not be limited to, the hereinafter enumerated acts:
(a) to execute and deliver, or otherwise take any action deemed appropriate
by Lender regarding any deed, lease, assignment, security agreement,
certificate of title, chattel mortgage, vehicle registration, xxxx of
sale, release and such other instruments as may be necessary to sell,
assign, transfer, pledge or otherwise deal with the property of Borrower
which is or shall hereafter become Collateral of Lender under this
Agreement and any amendments hereto;
(b) to demand, collect, receive payment on, release and otherwise take any
action deemed appropriate by Lender regarding all claims or money due or to
become due to the Borrower in connection with the purchase, sale, damage or
destruction of any of the Collateral, to settle and compromise any such
claim, to receive and open any mail addressed to Borrower, and to endorse
checks for collection, settlement, or compromise; and
(c) to prosecute or otherwise take any action deemed appropriate by Lender
in the name of Lender or in the name of Borrower, or otherwise, any action
or proceeding to collect any such claim or to enforce the right of Borrower
for the benefit of Lender.
SECTION 10.0 GENERAL - Borrower and Lender further agree that:
10.1 Lender shall, at all times, have the right to set off and apply any and all
credits, monies or properties of Borrower in Lender's possession or control
against any Obligations of Borrower to Lender. All payments by Borrower or
other funds of Borrower held or received by Lender, other than regular
monthly installments or principal and interest due on the Note, shall be
applied to the last maturing installments under said Note in inverse order
of maturity.
10.2 The acceptance by Lender of any installment or payment after it becomes due
or the waiver by Lender of any other Event of Default shall not be deemed
to alter or affect Borrower's Obligations and/or Lender's rights with
respect to any subsequent payment or Event of Default.
10.3 All of the agreements, representations and warranties contained in this
Agreement or in any other instrument or document delivered pursuant thereto
shall survive the delivery of the Note and any extensions, renewals or
substitutions thereof shall continue in full force and effect as long as
there shall remain Obligations owing to Lender from Borrower.
10.4 All negotiations, correspondence and memoranda passed between the parties
hereto with regard to the transactions contemplated by this Agreement other
than the Commitment Letter, if any) are merged hereby and this Agreement
cancels and supersedes all prior agreements between the parties with regard
thereto. This Agreement may be assigned, altered, modified or abridged only
by a written instrument duly executed by the authorized representatives of
Lender and Borrower.
10.5 It is intended that this Agreement shall not be in violation of any valid
law applicable hereto now or hereafter from time to time in effect in any
jurisdiction and in event any provision hereof an any way contravenes any
of said laws, this Agreement shall be considered valid except as to such
provisions.
10.6 Any notice given hereunder shall be in writing and given by personal
delivery or shall be sent by U.S. mail, postage prepaid, addressed to the
party to be charged with such notice, at the respective address as set
forth above, or such other address as may be provided in writing.
10.7 This Agreement shall be binding upon and shall inure to the benefit of the
executors, administrators, legal representatives, successors and assigns of
the parties.
10.8 This Agreement, and all rights and obligations hereunder, shall be governed
by the laws of the State in which the Borrower is located, as indicated by
its address set forth above.
10.9 Interest to be paid in connection herewith shall never exceed the maximum
rate allowable by law applicable hereto, as the parties intend to strictly
comply with all law relating to usury. Notwithstanding any provisions
hereof or any other document in connection herewith to the contrary, Debtor
shall not pay nor will Secured Party accept payment of any such excessive
interest, which excessive interest is hereby canceled, and Secured Party
shall be entitled at its option to refund any such interest erroneously
paid or credit the same to Debtor's obligation hereunder.
SECTION 11.0 AUTHORITY - Borrower shall furnish to Lender upon execution of this
Agreement such proof of its authority to enter into this Agreement, to make the
Note and to deposit the said security with Lender as Lender from time to time
reasonably may request, including, without limiting the generality of the
foregoing, an opinion of Borrower's counsel and, if Borrower is a corporation,
certified copies of resolutions of Borrower's stockholders, board of directors,
or other managers.
SECTION 12.0 WAIVER OF JURY TRIAL - LENDER AND BORROWER ACKNOWLEDGE AND AGREE
THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY
CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN THEM, BUT THAT SUCH RIGHT MAY BE
WAIVED. ACCORDINGLY, THE PARTIES AGREE:
(A) NOTWITHSTANDING SUCH CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER THE
PARTIES BELIEVE AND AGREE THAT IT SHALL BE IN THEIR BEST INTEREST TO WAIVE
SUCH RIGHT AND, ACCORDINGLY, HEREBY WAIVE SUCH RIGHT TO A JURY TRIAL AND
FURTHER AGREE THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR
LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS AGREEMENT OR RELATIONSHIP
BETWEEN LENDER AND BORROWER, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION
WITH THE COLLECTION OF THE LOAN OR OTHER OBLIGATIONS SHALL BE A COURT OF
COMPETENT JURISDICTION SITTING WITHOUT A JURY.
(B) THIS WAIVER OF JURY TRIAL IS FREELY, KNOWINGLY AND VOLUNTARILY GIVEN BY
EACH PARTY, WITHOUT ANY DURESS OR COERCION, AFTER EACH PARTY HAS CONSULTED
WITH ITS COUNSEL AND HAS CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT, SPECIFICALLY INCLUDING THIS WAIVER OF JURY
TRIAL PROVISION.
(C) NEITHER LENDER NOR BORROWER SHALL BE DEEMED TO HAVE RELINQUISHED THIS
PROVISION WAIVING JURY TRIAL EXCEPT BY A WRITING SIGNED BY AN OFFICER OF
LENDER AND BORROWER RELINQUISHING THIS WAIVER OF JURY TRIAL PROVISION.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first above written.
LAKE XXXXXX XXXXX, INC.
BY: [ILLEGIBLE]
--------------------------
Its: Pres.
CHRYSLER FINANCIAL CORPORATION
BY: /s/ X.X Xxxxxx X.X. Xxxxxx
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Its Vice President
