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HomeMy WebLinkAboutCedar Skyline Corporation-9/28/20151111 1111 11 1111111 111 'HLP0058' CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL $2 Maturity 08-17-2020 Loan No 7600026787 Call ! Cog Account Officer LPL Initials Principal Loan Date 18,424.87 08-17-2015 References in the boxes above are for Lender's uonly and do not limit the applicability of this document to any particular loan o item. Any item above containing "" has been omitted due to text length limitations. Lender. Corporation: CEDAR SKYLINE CORPORATION 212 E 4TH ST WATERLOO IA 50703-5704 101560 63018-01 MldWestOne Bank Cedar Falls Office 4510 Prairie Parkway Cedar Falls, IA 50613 (319) 271.2500 WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation Is CEDAR SKYLINE CORPORATION ('Corporation-). The Corporation Is a non-profit corporation which Is. and at all times shall oe, duly organized, validly existing, and In good standing under and by virtue of the laws of the State of Iowa. The Corporation Is duly authorized to transact business In all other states in which the Corporation Is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation Is doing business. Specifically, the Corporation 1s, and et all times shall be, duly qualified as a foreign corporation In all states In which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own Its properties and to transact the business in which It is presently engaged or presently proposes to engage. The Corporation maintains an office at 212 E 4TH ST, WATERLOO, IA 50703-5704. Unless the Corporation has designated otherwise In writing. the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the lin of the Corporation's state of organization or any change In the Corporation's name. The Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules. ordinances, statutes, orders and decrees of any governmental OT quasi -governmental authority or court applicable to the Corporation end the Corporation's business activities. RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation. or If the Corporation is a dose oorporallon having no Board of Directors then ala meeting of the Corporation's shareholders, duly called and held on August 17, 2015. at which a quorum Has present and voting. or by ober duly authorized action in lieu of a meeting, the resolutions set forth In this Resdutlm were adopted. OFFICERS. The following named persons are officers of CEDAR SKYUNE CORPORATION: 1335E$ ]r AUTHORIZED / TAL34111111F-6.— VERN D NELSON Eli President Y �NN�""A- NICHOLAS R HEDRICK Vice President ACTIONS AUTHORIZED. Any two (2) of the authorized persons Batey above may enter into any agreements of any nature with Lender, and those agreerrents will bind the Corporation. Specifically. but without limitation, any two (2) of such authorized persons are authorized, empowered, end directed to do the following for and on behalf of the Corporation: Borrow Money. To barrow, as a cosigner or otherwise, from time to time from Lender. on such terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as In their Judgment should be borrowed. without limitation. Execute Notes. To execute end deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit accommodations. an Lenders forms, at such rates of interest and cn such terms es may be agreed upon, evidencing the sumo of money so borrowed or any of the Corporation's Indebtedness to Lender, and also to execute and deliver to Lender on notes, more any renewals, otaer evidence of modifications. refinancings, consolidations, or substitutions for one tr more of the notes. any portion credit accommodations. Grant Security. To mortgage, pledge, transfer. endorse, hypoth0C I ), or otherwise encumber and deriver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation 3.v or hereafter may have an Interest, including without Ilmftation ail of the Corporation's real property end all of the Corporation's person! property (tangible or intangible). as security for the payment of any loans or credit accommodations so obtained, any promissory notes to executed (Including any amendments to or modifications, renewals, and extensions of such promissory notes). or any other or further indebtedness of the Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged. pl.:ged. transferred, endorsed, hypothecators or encumbered at the time such loans am obtained or such indebtedness is Incurred. or at any.tther time or times. and may be either In addition to or In Ileo of any property theretofore mortgaged, pledged, transferred, endorsed, hype heated or encumbered. Execute Security Documents. To execute and deliver to Lender th tomos of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statemen . which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrance • . or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper. or any other cadets el, of any kind or nature. which Lender may deem necessary or proper In connection with or pertaining to the giving of the liens and er. umbrances. Notwithstanding the foregoing. any one of the above authorized persons may execute, deriver, or record financing stateme ts. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of Indebtedness payable to or belonging to the Corporation or In which t e Corporation may have an Interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporatist 'a account with Lender, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional c alemate Individuals as being authorized to request advances under such lines, and W all cases, to do and perform such other acts and ings, to pay any and all fees and costs, and to execute and deliver such other documents and agreements, Including agreements waiving he right to a trial by jury, as the officers may in their discretion deem reasonably necessary or proper In order to carry into effect the provisl Is of this Resolution. ASSUMED BUSINESS NAMES. The Corporation has flied or recorded alt . rcuments or filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, r e following is a complete list of all assumed business names under which the Corporation does business: Assumed Rustnese Name Eilino Lor Van Dahl MAIN STREET WATERLOO SECRETA `f OF STATE - IOWA 04-05-2000 NOTICES TO LENDER- The Corporation will promptly notify Lender in wr ng at Lenders address shown above (or such other addresses es Lender may designate from time to time) prior to any (A) change .in ti Corporation's name; (B) change in the Corporation's assumed business name(s): (C) change in the management of the Corporation; (D) :hangs In the authorized slgner(s); (E) change in the Corporation's princlpal office address; (P1 change in the Corporallan'e state of organize' .n; (0) conversion of the Corporation to a new or different type of business entity; or (H) change In any other aspect of the Corporation :hat directly or indirectly relates to any agreements between the Corporation end Lender. No change In the Corporation's name or state of a ranization will lake effect until after Lender has received notice. CERTIFICATION CONCERNING OFPICERS AND RESOLUTIONS. The officer. named above are duly elected, appointed, or employed by or for the Corporation. as the case may be, and occupy the positions set opposite th Ir respective names. This Resolution now stands of record on the books of the Corporation. Is in full force and effect, and has not been modsfi 1 or revoked W any manner whatsoever. NO CORPORATE SEAL. The Corporation has no corporate seal, and therefc r, no seal is affixed to this Resotutlon. CONTINUUM VALIDITY. Any and all acts authorized pursuant to this Rt solution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall re rain in full force and effect and Lender may rely on It until written notice of Its revocation shall have been delivered to and received by Lender it Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the C .rporatlon's agreements or commibnents in effect at the time notice is given. IN TESTIMONY WHEREOF, we have hereunto set aur hand and attest that 're signatures set opposite the names listed above are their genuine signatures. CORPORATE RESOLUTIOrTO BORROW / GRANT COLLATERAL Loan No: 7600026787 Continued) Page 2 We each have read all the provisions of this Resolution, and weach personally and on behalf of the Corporation certify that all statements and representations made In die Resolution we true and correct. 1s Corporate Resolution to Borrow / Grant Collateral b dated August 17, 2015. We acknowledge receipt of a completed copy of this Corporateea,hrtion to Borrow / Grant Collateral. CERTIRED TO AND ATTESTED BY: 'Authorized e£' CEDAR SKYLINE CORPORATION sC Af� jaumorized Signer or CEDAR SKYLINE CORPORATION NoTe tf me officers ogong aro Resolution are designated by The foregoing document tone of Pre officers authorised mea on the Corpmatlon•s behalf. n le addeaae to neva nus Fesauum signed by at teest arm rum -authorised ofiker of Uta Corporation. 1 Yu a30w fop 045 arA COMO..a 515 15141..61.101 •u t*fPt$ClO5C TR,aee Pal CORPORATE RESOLUTION TO BORR! / GRANT COLLATERAL Loan No: 7600026787 (Continued Page 2 We each have read all the provisions of this Resolution, and we each personally i on behalf of the Corporation certify that all statements and representations made to this Resoltdlon are true and correct This Corporate Re .dion to Borrow / Grant Collateral is dated August 17, 2015. We acknowledge receipt of a completed copy of this Corporate Resolution to Sou v f Grant Collateral. CER IED TO AND ATTESTED BY: Xll/h 44,4r-227-* vt7 `227-* thorized Signer for CEDAR SKYUNE 1 tRPORATlON thorized re CEDAR SKYLINE 4RPORATION NOTE: If the dams easing Iles Resolution are dasgnated by ma foregoing doaenent as one or the otacen Owned to est on e,e Corporation's behalf, It is ednsahe to here Vis Resolution ®gad by et least one nona,@miime officer of the Corpmeean. ImOR 00,6)0004 Cep 0.e USCCx9,rem/09190/6 l31eynv60.3 1 .p L1rrp1KI0tt 3/142801 004 111 i 1 11Ii 1111111 1 'HLP0316' 11 PROMISSORY NOTE Principal $216,424.87 Loan Date 08-17-2015 Maturity 08-17-2020 Loan No 7600026787 Call / Con 10/560 Account 63018-01 Officer LPL Initials References in the boxes above am for Lender's use only and do not limit the applicability of this docwneM to any particular loan or item. Any Item above containing -""" has been omitted due to text length limitations. Borrower: CEDAR SKYLINE CORPORATION 212E4TH ST WATERLOG, IA 50703-5704 Lender. MidWestOne Bank Cedar Falls Office 4510 Prairie Parkway Cedar Falls, IA 50613 (319) 277-2500 Principal Amount: $216,424.87 Date of Note: August 17, 2015 PROMISE TO PAY. CEDAR SKYLINE CORPORATION (Borrower" promises to pay to MldwestOne Bank ('Lender), or order, In lawful money of the United States of America, the principal amount of Two Hundred Sixteen Thousand Fac Hundred Twenty-four & 871100 Dollars (6216,424.87), together with Merest on the unpaid principal balance from August 17, 2015, calculated as described In the INTEREST CALCULATION METHOD' paragraph using an interest rate of 5.000% per annum based on a year of 360 days, until paid In full. The Interest rate may change under the terms and conditions of the INTEREST AFTER DEFAULT' section. PAYMENT. Borrower will pay this loan In 69 regular payments of 61,440.00 each and one Irregular Last payment estimated at 5182,115.24. Borrower's first payment Is due September 17, 2015, and all subsequent payments am due on the same day of each month after that. Borrower's final payment will be due on August 17. 2020, and will be for all principal and all accrued interest not yet paid. Payments Include principal and interest Unless otherwise agreed or required by applicable law, payments will ba applied ftret to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 3651360 basis; that Is, by applying the ratio of the Interest rate over a year of 300 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. All interest payable under this Note Is computed using this method. This calculation method results in a higher effective Merest rate than the numeric interest rate stated In thle Note. RECEIPT OF PAYMENTS. All payments must be made In U.S. dollars and must be received by Lender consistent with the following payment Instructions: MidWestOne Bank loan payments can be made in-person, at the night depository, by phone, by mag or through Online and Mobile Banking. All loan payments must be made In U.S. currency, accompanied by the account number and payment b3ing notice or payment coupon. Every day is a business day. except Saturdays, Sundays, and federal holidays. Payments that do not follow these Instructions are considered Non -Conforming end payment crediting may be delayed for up to 5 days. Conforming Payments received before the times noted below on a business day are credited to your loan on the date we receive them. Conforming payments received after these cutoff times or on a Saturday, Sunday or Federal Holiday will be posted the next business day. AO tines noted ere Cereal Standard Time. Payment Types and Cutoff Times In -Person - Payments made In-person at any branch location on a business day during normal business hours will be credited on that day. Principal payments made to Home Equity Line of Credit, Life Line of Credit, and Express Credit will be posted effective the day they are received which includes Saturday during the hours in which the Branch Is open. By Mail - Mailed payments must be sent to MldWestOne Bank, P.O. Box 1700, Iowa City, IA 52244-1700. Payments received on a business day during our normal business hours will be credited on that day. By Phone - 5:00 PM. Payment Instructions can be made by caging our Service Center at 800-247-4418. Online, Mobile & Telebanc - 8:00 PM Night Depository - 9:00 AM Lender may modify (hese payment instructions by providing updated payment Instructions to Borrower in writing. PREPAYMENT. Borrower may pay without penally all or a potion of the amount owed earlier than It is due. Early payments will not, unless agreed to by Lerder In writing. relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result In Borrower's making fewer payments. Borrower agrees not to send Lender payments marked 'paid in full'. 'without recourse', or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note. and Borrower will remain obligated to pay any further amount owed to Lender. All wrltten coumnunlcatlons concerning disputed amounts, imduding any check or other payment Instrument that Indicates that the payment constitutes 'payment In full' of the amount owed or that Is tendered with other conditions or !Imitations or as fug satisfaction of a disputed amount must be malted or delivered to: MldWestOne Bank, 102 S. Clinton Street, PO Box 1700 Iowa City, IA 62244.1700. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the tripald potion of the regularly sdt®3ded payment or 625.00, whichever ts greats INiEREST AFTER DEFAULT. Upon default, including (allure to pay upon final maturity, the Interest rate on this Note shall be Increased to 21.000% per annum based on a year of 360 days. However, In no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default') under this Note: Payment Default Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fags to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents Is false or misleading in any material respect, either now or at the time made or furnished or becomes false or mdslsading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts. with Lender. However, this Event of Default Shag not apply H there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and If Borrower gives Lerdar written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding. In an amount determined by Lender, in Its sole discretion. as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revotces or disputes the validity of, or liability under, any guaranty of the Indebtedness evidenced by this Note. Change In Ownership. Any change In ownership of twenty-five percent (15%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrowex'e financial cortditlon. or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default, other than a default in payment, Is suable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months. -It may be aced if Borrower, after Lender sends written notice to Borrower demanding are o1 such default: (1) cures the default within ten (10) days; or (2) if the sue requires more than ten (10) days, PROMISSORY NOTE Loan No: 7600026787 (Continued) Page 2 immediately initiates steps which Lender deems In Lender's Bole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid Interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including without limitation ell attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and. to the extent not preempted by federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Iowa. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL Borrower acknowledges this Note is secured by REAL. ESTATE MORTGAGE DATED 05/26/2006 (PARSING LOT LOCATED IN BLOCK ORIGINAL PLAT, EAST SIDE OF THE CEDAR RIVER ACCESSING NEAR 614 LAFAYETTE ST, WATERLOO, IA 50703) GUARANTY DATED 08/17/2015 (FROM THE CRY OF WATERLOO, IOWA). PURPOSE OF LOAN. REFINANCE REAL ESTATE DEBT ON PARKING LOT ACCESSING NEAR 614 LAFAYETTE STREET, WATERLOO. PRIOR NOTE. MIDWESTONE NOTE 07500128622 (REFINANCE PARKING LOT DEBT WITH MONEY FOR RENOVATIONS). SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives. successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. 1f any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs. guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing. no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shat be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of tlrrre) this loan or release any party or guarantor or collateral; or Impair. fail to realze upon or perfect Lender's security Interest in the collateral; end take Afl such parties also thlsother action deemed necessary by Lender without the consent of or notice to s loan without coward ofor notice to anyone other than the party with whom mthe �madilic ation made. Thcoobthfigations undat Lander er this are joint and several. PRIOR TO SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THiS PROMISSORY NOTE AND ALL OTHER DOCUMENTS RELATING TO THiS DEBT. BORROWER !DAR SIQrL00: CORPORA 9N �77^ 13 NELSON ill, President of CEDAR SKYLINE [CHOLAS DRICK. Vice President of CEDAR CORPORATION SKYLINE CORPORATION 11.Z52 -- IS 3 0 ein 1.Z52-- IS3Ynu Cam 0.). ltd Cm0ta tWf. 3313 Qeyxaam.m -4 C00.3,00271 tR+393 fN-, 11111111111111 llIO 1 11 COMMERCIAL GUARANTY Principal Loan Date Maturity Loan No can 1 Con Account Officer Initials 101560 LPL References In the boxes above are for Lender's use only end do not Omit the applicability of this document to any particular loan or nem. Any Item above containing "" has been omitted due to text length limitations. Borrower CEDAR SKYLINE CORPORATION 212E4TH ST WATERLOO, IA 50703-5704 Guarantor. CITY OF WATERLOO 715 MULBERRY ST WATERLOO, IA 50703 Lender. MldWestOne Bank Cedar Falls Office 4510 PraMe Parkway Cedar Falls, IA 50613 (319) 277-2500 GUARANTEE OF PAYMENT AND PERFORMANCE. For good end valuable consideration. Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantors Share of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This Is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order, on demand, In legal tender of the United States of America, In same-day funds. without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word indebtedness' as used In this Guaranty means all of the principal amount outstanding from lime to time and at any one or more times, accrued unpaid interest thereon and ell collection costs ard legal expenses related thereto permitted by law, ettomeys' fees, arising from any and alt debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note end Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate Debility under the terms of this Guaranty and any such other unterminated guaranties. GUARANTOR'S SHARE OF THE INDEBTEDNESS. The words 'Guarantor's Share of the Indebtedness' as used in this Guaranty mean en amount not to exceed Two Hundred Sixteen Thousand Four Hundred Twenty-four & 87/100 Dollars ($216,424.87) of ail the principal amount, interest thereon to the extent not prohibited by law, and all collection coats, expenses end attorneys' fees whether or not there is a lawsuit, end if there is a lawsuit, any feaa and costa for trial and appeals. Guarantor's Share of the Indebtedness wig only be reduced by sums actually pald by Guarantor under this Guaranty, but will not be reduced by sums from any other source including, but not limited to, sums realized from any collateral securing the Indebtedness or this Guaranty, or payments by anyone other than Guarantor, or reductions by operation of law, judicial order or equitable principles. Lender has the sole end absolute discretion to determine how sums shall be applied among guaranties of the Indebtedness. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either In the aggregate or et any one time. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, cr any notice to Guarantor or to Borrower, and will continue M full force until ell the Indebtedness shall have been fully and finally paid and satisfied end all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under thla Guaranty, from time to lime: (A) to make one or more additional secured or unsecured loans to Borrower. to lease equipment er other goods to Borrower, or otherwise to extend additional credit to Borrower (B) to alter. compromise. renew, extend, accelerate. or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions limy be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the indebtedness, and exchange, enforce, waive, subordinate, fall er deride not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what appllcatlon of payments and credits shall be made on the Indebtedness; (9 to apply such security and direct the order or manner of sale thereof, Including without UmItalan, any nonjudicial sale permitted by the terme of the controlling security agreement or deed of trust, as Lender In its discretion may determine; (0) to sell, transfer, assign or grant participations In all or any part of the Indebtedness: and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty Is executed at Borrower's request end not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (0) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of ail or substantially all of Guarantor's assets, or any Interest therein; (9 upon Lender's request, Guarantor will provide to Lender financial end credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender Is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial Infommatlon is provided; (G) no material adverse change has occurred in Guarantees financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or elmllar action (Inducting those for unpaid taxes) against Guarantor Is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower, and (.1) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantors risks under this Guaranty, and Guarantor further agrees that. absent a request for information, Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower, (8) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or nonce of any action or nonaction on the part of Borrower. Lender, any surety, endorser. or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code: (9 to pursue any other remedy within Lender's power, or (G) to commit any act or omission of any kind. or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not linked to, any rights or defenses arising by reason of (A) any 'one action" or 'anti -deficiency' law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either Judktlatiy or by exercise of a power of sale; (8) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, Including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person. or by reason of the cessation of Borrowers (lability from any cause whatsoever, other than payment in full to legal tender, of the Indebtedness; (D) any right to daim discharge of the Indebtedness on the bests of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or sun brought by Lender against Guarantor is commenced. there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses Loan No: 7600026787 COMMERCIAL GUARANTY (Continued) Page 2 given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or daim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim. counter demand. recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances. the waivers are reasonable end not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or pubic policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any daim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delversd to Lender. Guarantor agrees. and Lender Is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment Alomeys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there Is a lawsuit, inducting attorneys' fees and legal expenses for bankruptcy servlccess.. G �ncluding efforts uarantor also shall tomodify all court costs and or vacate such additional automatic feesor thas may be died by the , and courtpost-judgment collection Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted try federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantee's attomey with respect to this Guaranty the Guaranty fully reflects Guarantor's intentions and pard evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and hods Lender harmless from all losses. claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there Is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used M the plural where the context and construction so require; and where there is more than one Borrower named In this Guaranty or when this Guaranty Is executed by more than one Guarantor, the words 'Borrower and "Guarantor' respectively shall mean all and any one or more of them. The words 'Guarantor,"'Borrower. and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty Is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even If a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shag be given in writing, and shag be effective when actually delivered, when actually received by telefacsimlle (unless otherwise required by law), when deposited with a nationally recognized overnight courier. or. if mailed. when deposited in the United States mail, as first class. certified or address mail postage Guaranty gid ving to thaddresses e shown near the beginning of this Guaranty. Any party may change its written notice to the other parties specifying that the purpose of the notice is to change the party's address. For nonce purposes. Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given In writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shag operate as a waiver of such right or any other right. A waiver by Lender of a provision of thin Guaranty shag not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shag constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty, the granting of such consent by Lender in any Instance shag not constitute continuing consent to subsequent Instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. Subject to any limitations stated in thls Guaranty on transfer of Guarantors Interest. this Guaranty shag be binding upon and Inure to the benefit of the parties. their successors and assigns. Waive Jury. Lender end Guarantor hereby waive the right to any Jury trtai in any action, proceeding, or countsrclatm brought by either Lender or Guarantor against the other. DEFINMONS. The following capitalized words and terms shag have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shag include the plural, and the plural shag include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word 'borrower' means CEDAR SKYLINE CORPORATION end Includes all co-signers and co -makers signing the Note and all their successors and assigns. Guarantor. The word 'Guarantor' means everyone signing this Guaranty, including without limitation CITY OF WATERLOO, and in each case, any signers successors and assigns. Guarantor's Share of the Indebtedness. The words 'Guarantees Share of the Indebtedness' mean Guarantor's indebtedness to Lender as more particularly described In this Guaranty. Guaranty. The word "Guaranty' means this guaranty from Guarantor to Lender. Indebtedness. The word 'Indebtedness' means Borrower's Indebtedness to Lender es more particularly described In this Guaranty. Lender. The word "Lender means MldWestOne Bank, its successors and assigns. Note. The word "Note' means the promissory note dated August 17, 2015, In the original principal amount of $218,424.87 from Borrower to Lender, together with alt renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds. collateral mortgages, and all other Instruments, COMMERCIAL GUARANTY Loan No: 7600026787 (Continued) Page 3 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY 1S DATED AUGUST 17, 2015. GUARANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL GUARANTY AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GUARANTOR: EST G CLAMAYO Rf CITY OF WATERLOO L.00,0 W t1106N Cop 0.1 USA Cr, Mi. NWS M R100 Reser. .M L0:00R02000 10.00211 GAJ 1 1111 111i •HLP023 • nu 1 DISBURSEMENT REQUEST AND AUTHORIZATION Loan Date 08-17-2015 Maturity 08-17-2020 Loan No 7600026787 Call / Coll Account Officer LPL Initials Principal $216,424.87 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan o Hem. Any item above containing ""'" has been omitted due to text length limitations. Borrower. CEDAR SKYLINE CORPORATION 212E4TH ST WATERLOO, IA 50703-5704 Lender 10/560 63018-01 MIdWestOne Bank Cedar Falls Office 4510 Prairie Parkway Cedar Fells, IA 50613 (319) 277-2500 LOAN TYPE This is a Fixed Rate (5.000%) Nondisclosable Loan to a Corporation for $216,424.87 due on August 17, 2020. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan Is for. 0 Personal, Family, or Household Purposes or Personal Investment. ® Business (Inciuding Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan Is: REFINANCE REAL ESTATE DEBT ON PARKING LOT ACCESSING NEAR 814 LAFAYETTE ST, WATERLOO. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied. please disburse the loan proceeds of $216,424.87. together with funds contributed of $2,481.78, so follows: Amount paid on Borrower's account: $218,886.65 Payment on Loan # 7500126622 Amount Contributed by Borrower. 52.461.78 IIIIEREST OLE 7500128622 $218,886.65 (52,481.78) Note Principal: 5216.424.87 BCiRROJ ER ACK RECEIPT OF A C NPLETED COPY OF THIS DISBURSEVENT RPOIEST AND AUTHORIZATION AND ALL OTHER DOC LIvIENTS Fa3.AT1NG TO TMS DEBT. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION 15 DATED AUGUST 17, 2015. BORROWER: CEDAR E CORPORATI (03y: 2/1-1,'L- 4{4t).45.-‘,...-- VERN D NELSON 1I1, President of CEDAR S LINE CORPORATION C OLAS R H RICK, ce Presldent of CEDAR-- SKYLINE EDARSKYLINE CORPORATION taN-.Y",e>OOM Ce„O.x U8A* fl**WBI. Vo. 0404*, crones .0 LKFl¢RYS,C 70-4m 40.4 Y 11 'HLP0232' 1 Y1111 NOTICE OF FINAL AGREEMENT Loan Date 08-17-2015 Maturity 08-17-2020 Loan No 7600026787 Call / Colt Account Officer LPL Initials Principal $216,424.87 References in the boxes above are for Lender's use only"* do not limit the applicability of this document to any particular loan or item. Any item above containing """ has been omitted due to text length limitations. Borrower CEDAR SKYUNE CORPORATION 292 E4TH ST WATERLOO, IA 50703-5704 Lender. 10/560 63018-01 MldWestOne Bank Cedar Falls Office 4510 Prairie Parkway Cedar Falls, IA 50613 (319) 277-2500 IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THE LOAN AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE WRITTEN LOAN AGREEMENT MAY BE LEGALLY ENFORCED. PARTIES MAY CHANGE THE TERMS OF THE LOAN AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. As used to this Notice, the following terms have the following meanings: Loan. The term 'Loan' means the following described loan: a Fixed Rate (5.000%) Nondisclosable Loan to a Corporation for 6216,424.87 due on August 17. 2020. Loan Agreement. The term 'Loan Agreement' means one or more promises. promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan, Including without limitation the following: LOAN DOCUMENTS - Corporate Resolution: CEDAR SKYLINE CORPORATION - IA Commercial Guaranty: CITY OF WATERLOO - Disbursement Request and Authorization - Notice of Final Agreement - Promissory Note - IA Mortgage for PARKING LOT LOCATED IN BLOCK 14, ORIGINAL PLAT, EAST SIDE OF THE CEDAR RIVER, ACCESSING NEAR 614 LAFAYETTE ST, WATERLOO, IA 50703 Parties. The term °Parties° means MldWestOne Bank and any and an entitles or individuals who are obligated to repay the loan or have pledged property as security for the Loan, including without limitation the following: Borrower. CEDAR SKYLINE CORPORATION Grantor(s): CEDAR SKYLINE CORPORATION Guarantor 1: CITY OF WATERLOO Each Party who signs below, other than MldWestOne Bank, acknowledges, represents, and warrants to MldWestOne Bank that It has received, read and understood this Notice of Final Agreement. This Notice Is dated August 17, 2015. BORROWER: GUARANTOR: LENDER: ,142 N HODRICK, Vice President of CEDAR SKYLINE CORPORATION Lassa.. lea a300" COW 0-H 1203 Capaam 1®7.2016 .641a* .cr1P1021 pC 11.962PPR-3