Attached files
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$2,000,000.00
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McLean,
Virginia
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March 31,
2009
CONFESSED
JUDGMENT PROMISSORY NOTE
IMPORTANT NOTICE
THIS INSTRUMENT CONTAINS A CONFESSION OF
JUDGMENT PROVISION WHICH CONSTITUTES
A WAIVER OF IMPORTANT RIGHTS YOU MAY
HAVE AS A DEBTOR AND ALLOWS THE CREDITOR
TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT
ANY FURTHER NOTICE.
FOR VALUE RECEIVED, the
undersigned, INNOLOG HOLDINGS CORPORATION, a Nevada corporation and INNOVATIVE
LOGISTICS TECHNIQUES, INC., a Virginia corporation (collectively, the
“Borrower”), promises unconditionally to pay to the order of WILLIAM DANIELCZYK,
JOE KELLEY, MICHAEL KANE, HARRY JACOBSON, MEL BOOTH, BRUCE RIDDLE, STEVE MOSES,
and IAN REYNOLDS, their successors or assigns (collectively, the “Lender”) the
principal amount of Two Million Dollars ($2,000,000.00) (the “Principal
Amount”), together with interest on the unpaid Principal Amount outstanding from
time to time at the rate or rates hereafter specified and any and all other sums
which may be owing to Lender by Borrower pursuant to this Note. The
following terms shall apply to this Note:
1. Interest Rate. As
long as there is no existing uncured “Event of Default,” as hereafter defined,
interest shall accrue and be payable on the outstanding Principal Amount at the
same annual rate of interest established under the loan agreement, promissory
note and other loan documents evidencing the Two Million Dollar ($2,000,000.00)
loan from EagleBank to the Lender hereunder (the “EagleBank
Loan”). Interest shall be calculated on the basis of a year of 360
days applied to the actual days on which there exists an unpaid balance under
this Note.
2. Default Interest
Rate. Upon an “Event of Default,” as hereafter defined,
Lender, in Lender’s sole discretion and without notice or demand, may raise the
rate of interest accruing on the outstanding Principal Amount to a rate equal to
the highest default interest rate established under the terms of the EagleBank
Loan, independent of whether Lender elects to accelerate the unpaid principal
balance as a result of such default. Such default interest rate shall
continue, in Lender’s sole discretion, until all defaults are
cured.
3. Principal and Interest
Repayments.
(a) Principal. Borrower
shall repay the entire outstanding Principal Amount, as well as all accrued and
unpaid interest and all other sums due under this Note, in full, in immediately
available funds, upon the demand
of the holder of this Note, which demand may be made at any time in the
sole and absolute discretion of the holder and without prior notice, provided
however, that if no demand is made, all such amounts shall be fully repaid to
Lender on that date which is two (2) years after the date of this
Note.
(b) Interest. Borrower
shall pay all accrued interest under this Note, in immediately available funds,
on the 10th
calendar day of each month beginning on April 10, 2009.
4. Repayment
Extension. If any payment of principal or interest shall be
due on a Saturday, Sunday or any other day on which banking institutions in the
Commonwealth of Virginia are required or permitted to be closed, such payment
shall be made on the next succeeding business day and such extension of time
shall be included in computing interest under this Note.
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5. Late
Charge. Borrower shall pay a late charge (the “Late Charge”)
of 5% of the amount then due if any payment in whole or in part due under this
Note is not received by Lender within 15 days after its due date. The
late payment charge shall be payable to Lender on demand, or if demand is not
made, then on the due date of the next payment under this Note. A
similar late charge may be imposed for each successive 30-day period during
which all or any portion of such payment remains delinquent. Such
late charge shall be in addition to, and not in lieu of, any other right or
remedy Lender may have, including the right to receive principal and interest
and to reimbursement of costs and expenses.
6. Manner and Application of
Payments. All payments due hereunder shall be paid in lawful
money of the United States of America which shall be legal tender in payment of
all debts and dues, public and private, in immediately available funds, without
offset, deduction or recoupment. Any payment by check or draft shall
be subject to the condition that any receipt issued therefore shall be
ineffective unless the amount due is actually received by
Lender. Each payment shall be applied first to the payment of any and
all costs, fees and expenses incurred by or payable to Lender in connection with
the collection or enforcement of this Note, second to the payment of all unpaid
late charges (if any), third, to the payment of all accrued and unpaid interest
hereunder and fourth, to the payment of the unpaid Principal Amount, or in any
other manner which Lender may, in its sole discretion, elect from time to
time.
7. Prepayment. This
Note may be prepaid in whole or in part at any time without premium or penalty,
provided that each payment shall be accompanied by payment of all unpaid costs,
fees, expenses and late charges, if any, which are due plus all accrued and
unpaid interest due as of the date of such prepayment.
8. Obligations. The
term “Obligations” shall mean the full and punctual observance and performance
of all present and future duties, covenants and responsibilities due to Lender
by Borrower of any nature whatsoever, including all past, present and future
indebtedness and liabilities of Borrower to Lender for the payment of money
(extending to the Principal Amount and all interest, fees, late charges, expense
payments, liquidation costs, and attorneys’ fees and expenses), whether similar
or dissimilar, related or unrelated, matured or unmatured, direct or indirect,
contingent or noncontingent, primary or secondary, alone or jointly with others,
now due or to become due, now existing or hereafter created, and whether or not
now contemplated. If more than one Obligation is outstanding, each
payment may be applied to such of the Obligations as Lender shall determine in
its sole discretion.
9. Loan Documents. The
obligations of Borrower evidenced by this Note are secured by, guaranteed by,
and are a part of the obligations referred to in the Guaranty of Galen Capital
Corporation made on even date herewith, any promissory note, letter agreement,
guaranty of payment, pledge agreement, loan agreement, security agreement,
hypothecation agreement, indemnity agreement, assignment or any other document
or agreement previously, simultaneously or hereafter executed and delivered by
Borrower and/or by any other Obligor, as hereinafter defined, singly or jointly
with another person or persons to Lender, in connection with this Note, whether
or not this Note is specifically referred to therein (as the same may from time
to time be amended, collectively, the “Loan Documents”).
10. Obligor. The term
“Obligor” shall mean, individually and collectively, Borrower, each endorser,
guarantor and surety of this Note, together with such Obligor’s successors and
assigns.
11. Events of
Default. The occurrence of any one or more of the following
events shall constitute an “Event of Default” under this Note:
(a) the
failure of Borrower or any other Obligor to pay any sum due under this Note when
due, whether by demand or otherwise;
(b) the
failure of any Obligor to perform, observe or comply with any of the Loan
Documents;
(c) the
filing of any petition for relief under the United States Bankruptcy Code or any
similar federal or state statute by or against any Obligor;
(d) the
making of an application for the appointment of a custodian, trustee or receiver
for, or of a general assignment for the benefit of creditors by, any
Obligor;
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(e) the
insolvency of any Obligor or the failure of any Obligor generally to pay debts
as such debts become due;
(f) any
representation or information contained in any financial statement or any other
document given by any Obligor to Lender that is not in all material respects
true and complete;
(g) the
determination in good faith by Lender that a material adverse change has
occurred in the financial condition of any Obligor;
(h) the
determination in good faith by Lender that the security for the Obligations is
inadequate;
(i)
the occurrence of any default by any Obligor
under any of the Loan Documents;
(j)
the occurrence of any default by Lender under the EagleBank
Loan; or
(k) the
determination in good faith by Lender that the prospect of payment of any of the
Obligations is impaired.
12. Rights and Remedies upon
Default. Upon the occurrence of an Event of Default hereunder,
Lender, in Lender’s sole discretion and without notice to Borrower or any other
Obligor, may: (a) declare the entire outstanding Principal Amount, together with
all accrued interest and all other sums due under this Note, to be immediately
due and payable, and the same shall thereupon become immediately due and payable
without presentment, demand or notice, which are hereby expressly waived; (b)
exercise its right of setoff against any money, funds, credits or other property
of any nature whatsoever of Borrower now or at any time hereafter in the
possession of, in transit to or from, under the control or custody of, Lender or
any affiliate of Lender in any capacity whatsoever; (c) terminate any
outstanding commitments of Lender to Borrower or any other Obligor; (d) exercise
its right to confess judgment against Borrower as provided hereinafter; and (e)
exercise any or all rights, powers and remedies provided for in the Loan
Documents or now or hereafter existing at law, in equity, by statute or
otherwise.
13. Remedies
Cumulative. Each right, power and remedy of Lender hereunder,
under the Loan Documents or now or hereafter existing at law, in equity, by
statute or otherwise shall be cumulative and concurrent, and the exercise or
beginning of the exercise of any one or more of them shall not preclude the
simultaneous or later exercise by Lender of any or all such other rights, powers
or remedies. No failure or delay by Lender to insist upon the strict
performance of any one or more provisions of this Note or of the Loan Documents
or to exercise any right, power or remedy consequent upon a breach thereof or
default hereunder shall constitute a waiver thereof or preclude Lender from
exercising any such right, power or remedy. By accepting full or
partial payment after the due date of any amount of principal of or interest on
this Note, or other amounts payable on demand, Lender shall not be deemed to
have waived the right either to require prompt payment when due and payable of
all other amounts of principal of or interest on this Note or other amounts
payable on demand, or to exercise any rights and remedies available to it in
order to collect all such other amounts due and payable under this
Note.
14. Security. This Note shall also
serve as a Security Agreement. As security for the payment of the
obligations under this Note or any of the Loan Documents, Borrower and any
Obligor who signs this Note hereby grants a security interest in all of the
Borrower’s (a) Accounts; (b) As-extracted collateral; (c) Chattel
paper; (d) Deposit accounts; (e) Documents; (f) Equipment; (g) Farm
products; (h) Fixtures; (i) General intangibles; (j) Goods;
(k) Instruments; (l) Inventory; (m) Investment property;
(n) Letter-of-credit rights; and (o) Proceeds and products of all of the
foregoing (collectively, the “Collateral”). “Debtor” means any person
having an interest in any Collateral which secures this Note, now or
hereafter. Debtor shall have all risk of loss of the
Collateral. Lender shall have no liability or duty, either before or
after the occurrence of an Event of Default, on account of loss of or damage to,
to collect or enforce any of its rights against, the Collateral, to collect any
income accruing on the Collateral, or to preserve rights against account debtors
or other parties with prior interests in the Collateral. If Lender
actually receives any notices requiring action with respect to Collateral in
Lender’s possession, Lender shall take reasonable steps to forward such notices
to any Debtor. Debtor is responsible for responding to notices
concerning the Collateral, voting the Collateral and exercising rights and
options, calls and conversions of the Collateral. Lender’s sole
responsibility is to take such action as is reasonably requested by Debtor in
writing; however, Lender is not responsible to take any action that, in Lender’s
sole judgment, would affect the value of the Collateral as security for the
Obligations adversely.
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Lender’s collection and enforcement of
Collateral against account debtors and other persons obligated thereon shall be
deemed to be commercially reasonable if Lender exercises the care and follows
the procedures that Lender generally applies to the collection of obligations
owed directly to Lender. Lender may apply all Collateral and proceeds
of Collateral coming into Lender’s possession to any of the Obligations, whether
matured or unmatured, as Lender shall determine in its sole but reasonable
discretion. Lender may defer the application of non-cash proceeds of
Collateral, including, but not limited to, non-cash proceeds collected from
account debtors and other persons obligated on Collateral, to the Obligations
until cash proceeds are actually received by Lender.
If and only if Lender is required by
the Virginia Uniform Commercial Code to give Borrower notice of any disposition
of Collateral, Borrower agrees that commercial reasonableness and good faith
require Lender to give Borrower no more than 5 days prior written notice of the
time and place of any public disposition of Collateral or of the time after
which any private disposition or other intended disposition is to be made of
collection and enforcement. Borrower agrees that it is commercially
reasonable for Lender to disclaim all warranties which arise with respect to the
disposition of the Collateral.
15. Confession of
Judgment. IN THE EVENT OF ANY
DEFAULT UNDER THIS INSTRUMENT, INCLUDING, BUT NOT LIMITED TO ANY PAYMENT UNDER
THIS INSTRUMENT NOT BEING PAID WHEN DUE, WHETHER AT MATURITY, BY ACCELERATION OR
OTHERWISE, BORROWER HEREBY IRREVOCABLY APPOINTS AND CONSTITUTES JOHN J. MATTEO,
DAVID H. COX AND/OR JASON A. PARDO, ATTORNEYS LICENSED TO PRACTICE LAW IN THE
COMMONWEALTH OF VIRGINIA AND WHOSE ADDRESSES ARE C/O JACKSON & CAMPBELL,
P.C., 1120 20TH STREET, N.W., SOUTH TOWER, WASHINGTON, DC 20036-3437, ANY ONE OF
WHOM MAY ACT WITHOUT THE JOINDER OF THE OTHER(S), AS BORROWER'S DULY CONSTITUTED
ATTORNEY-IN-FACT TO APPEAR IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF FAIRFAX
COUNTY, VIRGINIA, OR IN ANY OTHER COURT OF COMPETENT JURISDICTION, AND TO
CONFESS JUDGMENT PURSUANT TO THE PROVISIONS OF SECTION 8.01-432 OF THE CODE OF
VIRGINIA OF 1950, AS AMENDED, AGAINST BORROWER FOR ALL PRINCIPAL AND INTEREST
AND ANY OTHER AMOUNTS DUE AND PAYABLE UNDER THIS INSTRUMENT AS EVIDENCED BY AN
AFFIDAVIT SIGNED BY AN OFFICER OF THE LENDER SETTING FORTH THE AMOUNT THEN DUE,
TOGETHER WITH ATTORNEY'S FEES AND COLLECTION FEES AS PROVIDED IN THIS INSTRUMENT
(TO THE EXTENT PERMITTED BY LAW). THIS POWER OF ATTORNEY IS COUPLED WITH AN
INTEREST AND MAY NOT BE TERMINATED BY BORROWER AND SHALL NOT BE REVOKED OR
TERMINATED BY BORROWER AND SHALL NOT BE REVOKED OR TERMINATED BY BORROWER'S
DEATH, DISABILITY OR DISSOLUTION. IF A COPY OF THE INSTRUMENT, VERIFIED BY
AFFIDAVIT, SHALL HAVE BEEN FILED IN THE ABOVE CLERK'S OFFICE, IT WILL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. BORROWER RELEASES ALL
ERRORS AND WAIVES ALL RIGHTS OF APPEAL, STAY OF EXECUTION, AND THE BENEFIT OF
ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. BORROWER SHALL, UPON LENDER'S
REQUEST, NAME SUCH ADDITIONAL OR ALTERNATIVE PERSON(S) DESIGNATED BY LENDER AS
BORROWER'S DULY CONSTITUTED ATTORNEY(S)-IN-FACT TO CONFESS JUDGMENT AGAINST THE
BORROWER. NO SINGLE EXERCISE OF THE POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THE POWER AND NO JUDGMENT AGAINST FEWER THEN ALL THE PERSONS
CONSTITUTING THE BORROWER SHALL BAR SUBSEQUENT ACTION OR JUDGMENT AGAINST ANY
ONE OR MORE OF SUCH PERSONS AGAINST WHOM JUDGMENT HAS NOT BEEN OBTAINED IN THIS
INSTRUMENT.
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16. Collection
Expenses. If this Note is placed in the hands of an attorney
for collection following the occurrence of an Event of Default hereunder,
Borrower agrees to pay to Lender upon demand all costs and expenses, including,
without limitation, all attorney’s fees and court costs incurred by Lender in
connection with the enforcement or collection of this Note (whether or not any
action has been commenced by Lender to enforce or collect this Note) or in
successfully defending any counterclaim or other legal proceeding brought by
Borrower contesting Lender’s right to collect the outstanding Principal Amount
or any other amount due and payable hereunder. The obligation of
Borrower to pay all such costs and expenses shall not be merged into any
judgment by confession against Borrower. All of such costs and
expenses shall bear interest at the higher of the rate of interest provided
herein or any default rate of interest provided herein, from the date of payment
by Lender until repaid in full.
17. Interest Rate After
Judgment. If judgment is entered against Borrower on this
Note, the amount of the judgment entered (which may include principal, interest,
fees, and costs) shall bear interest at the higher of: (a) the rate of interest
provided herein; (b) any default rate of interest provided herein; or (c) the
legal rate of interest then applicable to judgments in the jurisdiction in which
judgment was entered.
18. Maximum Rate of
Interest. Notwithstanding any provision of this Note or the
Loan Documents to the contrary, Borrower shall not be obligated to pay interest
pursuant to this Note in excess of the maximum rate of interest permitted by the
laws of any state determined to govern this Note or the laws of the United
States applicable to loans in such state. If any provisions of this
Note shall ever be construed to require the payment of any amount of interest in
excess of that permitted by applicable law, then the interest to be paid
pursuant to this Note shall be held subject to reduction to the amount allowed
under applicable law and any sums paid in excess of the interest rate allowed by
law shall be applied in reduction of the principal balance outstanding pursuant
to this Note. Borrower acknowledges that it has been contemplated at
all times by Borrower that the laws of the Commonwealth of Virginia will govern
the maximum rate of interest that it is permissible for Lender to charge
Borrower pursuant to this Note.
19. Certain Waivers by
Borrower. Borrower waives demand, presentment, protest and
notice of demand, of non-payment, of dishonor and of protest of this
Note. Lender, without notice to or further consent of Borrower or any
other Obligor and without in any respect compromising, impairing, releasing,
lessening or affecting the obligations of Borrower hereunder or under any of the
Loan Documents, may: (a) release, surrender, waive, add, substitute, settle,
exchange, compromise, modify, extend or grant indulgences with respect to (i)
this Note, (ii) any of the Loan Documents, (iii) all or any part of any
collateral or security for this Note and/or (iv) any Obligor; (b) complete any
blank space in this Note according to the terms upon which the loan evidenced
hereby is made; and (c) grant any extension or other postponements of the time
of payment hereof.
20. Choice of Law; Forum Selection;
Consent to Jurisdiction. This Note shall be governed by,
construed and interpreted in accordance with the laws of the Commonwealth of
Virginia (excluding the choice of law rules thereof). Borrower hereby
(a) agrees that all disputes and matters whatsoever arising under, in connection
with, or incident to this Note shall be litigated, if at all, in and before a
court located in the Commonwealth of Virginia to the exclusion of the courts of
any other state or country, and (b) irrevocably submits to the non-exclusive
jurisdiction of any Virginia court or federal court sitting in the Commonwealth
of Virginia in any action or proceeding arising out of or relating to this Note,
and hereby irrevocably waives any objection to the laying of venue of any such
action or proceeding in any such court and any claim that any such action or
proceeding has been brought in an inconvenient forum. A final
judgment in any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law.
21. Subsequent
Holders. In the event that any holder of this Note transfers
this Note for value, Borrower agrees that except with respect to subsequent
holders with actual knowledge of a claim or defense, no subsequent holder of
this Note shall be subject to any claims or defenses which Borrower may have
against a prior holder (which claims or defenses are not waived as to prior
holders), all of which are waived as to the subsequent holder, and that all such
subsequent holders shall have all of the rights of a holder in due course with
respect to Borrower even though the subsequent holder may not qualify, under
applicable law, absent this paragraph, as a holder in due
course.
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22. Invalidity of Any
Part. If any provision or part of any provision of this Note
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision (or any remaining part of any provision) of this Note, and this Note
shall be construed as if such invalid, illegal or unenforceable provision (or
part thereof) had never been contained in this Note, but only to the extent of
its invalidity, illegality or unenforceability. In any event, if any
such provision pertains to the repayment of the indebtedness evidenced by this
Note, then and in such event, at Lender’s option, the outstanding Principal
Amount, together with all accrued and unpaid interest thereon and any other
amount due and payable hereunder, shall become immediately due and
payable.
23. WAIVER OF JURY
TRIAL. BORROWER HEREBY (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) WAIVES TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO WHICH LENDER AND BORROWER MAY BE PARTIES ARISING OUT
OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS NOTE, ANY OF THE LOAN
DOCUMENTS AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS OR UNDERSTANDINGS
(OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO THE BORROWER-LENDER
RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT
THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS, WHETHER
INITIATED BY BORROWER AGAINST LENDER OR INITIATED BY LENDER AGAINST
BORROWER. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND BORROWER HEREBY AGREES THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT. LENDER IS HEREBY AUTHORIZED TO SUBMIT THIS NOTE TO ANY COURT
HAVING JURISDICTION OVER THE SUBJECT MATTER AND BORROWER SO AS TO SERVE AS
CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY
JURY. BORROWER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED
IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
24. Service of
Process. Borrower hereby consents to process being served in
any suit, action or proceeding instituted in connection with this Note by the
mailing of a copy thereof to Borrower by certified mail, postage prepaid, return
receipt requested. Borrower hereby irrevocably agrees that such
service shall be deemed to be service of process upon Borrower in any such suit,
action or proceeding. Nothing in this Note shall affect the right of
Lender to serve process in any other manner otherwise permitted by law, and
nothing in this Note will limit the right of Lender otherwise to bring
proceedings against Borrower in the courts of any other jurisdiction or
jurisdictions.
25. Notices. Any
notice, request or other communication in connection with this Note, shall be in
writing and, if sent by registered or certified mail, shall be deemed to have
been given when received by the party to whom directed, or, if sent by mail but
not registered or certified, when deposited in the mail, postage prepaid,
provided that any such notice or communication shall be addressed to a party
hereto as provided below (or at such other address as such party shall specify
in writing to the other parties hereto):
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(a)
If to Borrower, at:
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Innolog
Holdings Corporation;
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Innovative
Logistics Techniques, Inc.
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8300
Greensboro Drive, Suite 225
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McLean,
Virginia 22102
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Attn:
William P. Danielczyk
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With
a copy to:
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John
J. Matteo, Esq.
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Jackson
& Campbell, P.C.
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1120
20th
Street, N.W.
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Washington,
D.C. 20036
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(b)
If to Lender, at:
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William
Danielczyk
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8300
Greensboro Drive, Suite 225
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McLean,
Virginia 22102
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Joe
Kelley
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_____________________
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_____________________
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Michael
Kane
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30
Burton Hills Blvd., Suite 210
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Nashville,
TN 37215
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Harry
Jacobson,
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_____________________
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_____________________
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Mel
Booth
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_____________________
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_____________________
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Bruce
Riddle
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2401
Research Blvd., Suite 101
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Rockville,
MD 20850
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Steve
Moses
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_____________________
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_____________________
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Ian
Reynolds
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_____________________
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_____________________
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Notwithstanding
anything to the contrary, all notices and demands for payment from Lender
actually received in writing by Borrower shall be considered to be effective
upon receipt thereof by Borrower regardless of the procedure or method utilized
to accomplish such delivery thereof to Borrower.
26. Commercial
Loan. The Borrower warrants that this Note is the result of a
commercial loan transaction and that (i) such transaction is undertaken solely
to acquire or carry on a business or commercial enterprise, or (ii) the Borrower
is a business or commercial organization.
27. Miscellaneous. Time
is of the essence under this Note. The paragraph headings of this
Note are for convenience only, and shall not limit or otherwise affect any of
the terms hereof. This Note and the Loan Documents, if any,
constitute the entire agreement between the parties with respect to their
subject matter and supersede all prior letters, representations or agreements,
oral or written, with respect thereto. Lender may, without notice to
or consent of Borrower, sell, assign, pledge or transfer this Note or sell,
assign, transfer or grant participations in all or any part of the obligations
evidenced by this Note to others at any time and from time to time, and Lender
may divulge to any potential assignee, transferee or participant all
information, reports, financial statements and documents obtained in connection
with this Note and any other Loan Documents or otherwise. No
modification, release or waiver of this Note shall be deemed to be made by
Lender unless in writing signed by Lender, and each such waiver, if any, shall
apply only with respect to the specific instance involved. No course
of dealing or conduct shall be effective to modify, release or waive any
provisions of this Note or any of the other Loan Documents. This Note
shall inure to the benefit of and be enforceable by Lender and Lender’s
successors and assigns and any other person to whom Lender may grant an interest
in the obligations evidenced by this Note and shall be binding upon and
enforceable against Borrower and Borrower’s personal representatives,
successors, heirs and assigns. Whenever used herein, the singular
number shall include the plural, the plural the singular, and the use of the
masculine, feminine or neuter gender shall include all genders. This
Note may be executed in any number of counterparts, all of which, when taken
together shall constitute one Note.
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IN WITNESS WHEREOF, Borrower
has duly executed this Note under seal as of the day and year first hereinabove
set forth.
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WITNESS/ATTEST:
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BORROWER:
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INNOLOG
HOLDINGS CORPORATION
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By:
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(SEAL)
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MICHAEL
KANE, SECRETARY
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WILLIAM
P. DANIELCZYK, PRESIDENT
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INNOVATIVE
LOGISTICS TECHNIQUES, INC.
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By:
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(SEAL)
|
||||
| _______________, SECRETARY |
NAME:
|
||||
|
TITLE:
|
|||||
|
STATE
OF _______________________
|
|
|
CITY/COUNTY
OF ___________: to wit:
|
The foregoing instrument was
acknowledged before me this ___ day of ________, 2009, by William P. Danielczyk,
the President of Innolog Holdings Corporation, a Nevada corporation, on behalf
of the corporation.
|
Notary
Public
|
My Commission Expires:
____________________
STATE OF
_______________________
CITY/COUNTY
OF ___________: to wit:
The foregoing instrument was
acknowledged before me this ___ day of ________, 2009, by Michael Kane, the
Secretary of Innolog Holdings Corporation, a Nevada corporation, on behalf of
the corporation.
|
Notary
Public
|
My Commission Expires:
____________________
Page 8 of
9
STATE OF
_______________________
CITY/COUNTY
OF ___________: to wit:
The foregoing instrument was
acknowledged before me this ___ day of ________, 2009, by __________________ the
______________ of Innovative Logistics Techniques, Inc., a Virginia corporation,
on behalf of the corporation.
|
Notary
Public
|
My Commission Expires:
____________________
STATE OF
_______________________
CITY/COUNTY
OF ___________: to wit:
The foregoing instrument was
acknowledged before me this ___ day of ________, 2009, by __________________ the
Secretary of Innovative Logistics Techniques, Inc., a Virginia corporation, on
behalf of the corporation.
|
Notary
Public
|
My Commission Expires:
____________________
Page 9 of
9