Dates and email addresses used to notify the National Free Will Baptist:To: keith@nafwb.orgDate: 1/12/2007Subject: FREEDOM 7, GUARDIANS FOR LIVINGTo: keith@nafwb.orgDate: 2/10/2007Subject: FREEDOM 7 - Fidelity & Guaranty INVESTIGATIONTo: dari@nafwb.org, melody@nafwb.org, steve@nafwb.org, debbie@nafwb.org, roy@nafwb.orgDate: 2/27/2007Subject: FREEDOM 7 PROGRAMTo: jpuckett3@cox.netDate: 1/12/2007Subject: FREEDOM 7, GUARDIANS FOR LIVINGTo: jpuckett3@cox.netDate: 2/10/2007Subject: F&G Investigation
Fred Damron's LEGACY 7 PROGRAM
ELECTRONICALLY SIGNED
SECURED PROMISSORY NOTE
$0,000,000 , 2006
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is here acknowledged, Payor hereby promises to pay to the order of Payee the sum,
in United States dollars of $___________, reflecting certain indebtedness to Payee by
Payor in the amount of $__________, together with a six payments of $________ as 3%
monthly interest and fees due every thirty days with the principal due at the end of the
term of the Note which is six months.
This Promissory Note (the “Note”) is referred to in and is executed and delivered in connection with that certain Security Agreement dated as of ________________, and executed by Payor in favor of Payee (the “Security Agreement”). Additional rights and obligations of Lender are set forth in the Security Agreement.
1. TERMS: This Note, to be effectuated _____________, shall be administered for the mutual benefit for the parties herein named by Genesis Asset Management, Inc., as the parties have agreed independently of this Note. Notwithstanding said arrangement, payments hereunder beginning on the first date of the schedule as listed within this Note, may be made in such manner as shall from time-to-time be designated by any valid Holder hereof. This note shall be paid in the manner specified in the accompanying payment schedule, in general reflecting Payor’s lump sum payment, inclusive of principal and fees. Payor hereby acknowledges certain legal rights and obligations accrue to the parties as referenced in the Security Agreement and accompanying documents. To the full extent such obligations are
consistent with this Note, as well as underlying obligations thereto, they are incorporated herein.
2. REPAYMENT: The outstanding principal amount of the Loan and any first payment and accrued interest and fees thereon shall be due and payable thirty (30) days, plus seven (7) days after the funds are posted and cleared. The Payor will notify the Payee of the posted and cleared date which will be seven (7) days from the date of receipt of funds.
3. PAYMENT SCHEDULE: The payment schedule will be in a six single payments with the principal due as a balloon payment at the end of the term of the Note, which is six months.
The outstanding principal amount of the Loan is to be paid to the Payee in the following installments:
Payment Date Payment Amount
_________________, 20_______ 3% $______________________
_________________, 20_______ 3% $______________________
_________________, 20_______ 3% $______________________
_________________, 20_______ 3% $______________________
_________________, 20_______ 3% $______________________
_________________, 20_______ 3% $______________________
4. PREPAYMENT. Payor may prepay this Note in whole or in part, without penalty. Payments shall be applied first to accrued fees and interest and the balance to the outstanding principal of the Loan.
5. PAYMENT LOCATION. All payments hereunder shall be made to such address as may from time-to-time be designated by any holder of this Note and must be made in United States funds.
3. SECURITY: This Note is secured by the Collateral described in the Security Agreement.
4. DEFAULT AND ACCELERATION: Payor shall be in default under this Note upon any of the following: (a) at the option of the Holder, failing to timely pay any principal amount due after demand is made, (b) Borrower dissolves, terminates its existence, or declares insolvency (c) Borrower files for relief under bankruptcy laws or any other laws for the benefit of creditors, (d) an involuntary petition is filed against Borrower under any bankruptcy laws (unless such petition is dismissed within 30 days), or (e) any default as described in the Security Agreement. Upon the occurrence of any default, Payee may declare the unpaid principal of the Loan and all accrued fees and interest on this Note immediately due pursuant to applicable law.
In the event the Note shall be in default and given to an attorney for collection or enforcement or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Payor shall pay Payee all costs of collection and enforcement, including reasonably attorney’s fees.
7. BINDING EFFECT: The covenants and conditions contained in this Note shall apply to and bind the Payor and its heirs, legal representatives, successors and permitted assigns.
8. CUMULATIVE RIGHTS: The parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
9. WAIVER: The failure of the Payee to enforce any part of this note shall not be deemed a waiver or limitation of the Payee’s right to subsequently enforce and compel strict compliance with every provision of this Note. Furthermore, no waiver by Payee of any default shall operate as a waiver of any other default or the same default on a future occasion.
10. SEVERABILITY: If any part or parts of this Note shall be held unenforceable for any reason, the remainder of this Note shall continue in full force and effect. If any provision of this Note is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
11. NOTICE: Any notice required or otherwise given pursuant to this Note shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
PAYEE: PAYOR:
_________________________ Genesis Asset Management, Inc.
_________________________ Administrative Office
_________________________ 799 Hunt Street
Ashland, KY 41101
Either party may change such addresses from time-to-time by providing notice as set forth above.
12. GOVERNING LAW: This Note shall be governed by and construed in accordance with the laws of the State of Wyoming.
13. E-SIGNATURE AND ORIGNAL DOCUMENT: The Payor, Payee, their successors in interest, any Holder and all other parties to or having interest in this Note further agree and acknowledge this Note is in original format compliant with the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and other applicable laws and regulations, and that the one, true original Note is retained electronically by Genesis Asset Management, Inc., whether electronic or in tangible format, being facsimiles or reproductions only. Notwithstanding the foregoing, all parties agree and acknowledge that a true and exact version of this Note, specially noted by Genesis Asset Management, Inc., and possessing internal and enduring integrity, whether in electronic or tangible format, may substitute for the electronic
original with respect to Holder’s full legal and equitable rights, including but not limited to possession and negotiability. Any rightful Holder, whether or not in possession or control of this Note or equivalent version, whether in electronic or tangible format, agrees, acknowledges and is expressly on notice that Genesis Asset Management Inc., may indicate in writing (including electronically, as permitted by the E-Sign Act) the payment in full, accord and satisfaction, completion, discharge or other fulfillment of Payor’s obligations under this Note, and that such writing shall suffice as notice to Holder in lieu of any transfer to or receipt by Holder or others of the original, electronically generated Note.
14. WAIVER AND ACKNOWLEDGEMENT: The undersigned and all other parties to this Note, waive demand, presentment and protest and all notices thereto and further agree to remain bound, notwithstanding any extension, waiver, or other indulgence by any Holder or upon the discharge or release of any obligor hereunder or to this Note. All parties agree and acknowledge the terms Payor, Payee and Holder as used herein are valid and constitute identical meaning whether employed in singular or plural form, and may represent natural or legal personalities, as applies.
For the parties’ mutual benefit, Genesis Asset Management, Inc., has recorded in the form of an electronic signature the assent of Payee _________________________ to and acknowledgement of the terms of this Note and all attendant obligations on _____________________ at _______________ Eastern Time.
Electronically signed by Payor Representative on ____________________, at _______________ Eastern Time, while in the municipality of ________________, Commonwealth of or State of __________________.
Electronically signed by PAYOR: Genesis Asset Management, Inc. represented by:
_____________________________
DOCUMENT VERION HISTORY
This version, as initially generated by Genesis Asset Management, Inc., accurately reflects and represents the original Genesis Asset Management, Inc., Promissory Note electronically signed by Payor. This document is provided for recordkeeping purposes or, where Payee or Payee’s Representative has requested, and Genesis has so notated, as a functional equivalent to the original Note electronically executed by the Payor. Where applicable, this document’s negotiability may be affected by prior act of Payee or other parties. All transferees and holders should obtain adequate assurances from Payee, Payee’s Representative or other relevant parties as to this instrument’s negotiability.
SECURITY AGREEMENT
This Security Agreement (the “Agreement”) is dated as of ____________________, by and between Genesis Asset Management, Inc. (“Grantor/Payor”) and ______________________ (“Grantee/Payee”) (collectively referred to as the “Parties”).
WHEREAS, Payee has or will make certain advances of money to Payor (the “Loan”) as evidenced by that certain Promissory Note dated ____________________, (the “Note”), and
WHEREAS, Payee is willing to make the Loan, but only upon a condition that Payor executes and delivers this Agreement.
NOW, THEREFORE, Payor hereby represents, warrants and agrees as follows:
1. GRANT: As security for the payment and performance of the Note, Borrower hereby grants to Lender a security interest in all of Borrower’s rights, title and interest in the following (collectively referred to as the “Collateral”):
Cash held in Corporate Accounts up to and including the amount of the Promissory Note or Interests through Trust held in Certain Insurance Policies where one or the other may be substituted or assigned by the Payor.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS: Borrower hereby represents and warrants that:
(a) The Collateral, other than cash, will be kept at the designated Trustee Records Custodian and will not be removed except in the ordinary course of business.
(b) Payor will not sell, dispose or otherwise transfer the Collateral or any interest in the Collateral without notice to the Payee.
(c) Except for the security interest granted above, Payor is the sole, legal and equitable owner of the Collateral pledged under this agreement.
(d) No other security agreement, financing statement, or other security instrument covering the Collateral exists.
(e) Payor will not create or allow any other security interest or lien on the Collateral which causes the Payee’s interest to not be secured.
(f) Payor, upon Payee’s written request, will execute any financing statement or other document necessary to perfect or otherwise record the security interest.
(g) Payor will not change its principal place of business without giving Payee at least seven (7) days prior written notice.
(h) Payor will maintain applicable insurance at all times with respect to Collateral against the risk of fire, theft and other such risks and in such amounts as Trustee may require.
3. DEFAULT: Payor shall be in default under this Agreement upon any of the following: (a) at the option of the Payee, default in the payment or performance of the Note, (b) any material breach by Payor of any warranty, representation, or covenant in this Agreement, (c) dissolution, termination of existence, declaration of insolvency, an assignment for the benefit of creditors or the institution of bankruptcy proceedings, whether voluntary or involuntary, if not dismissed within thirty (30) days.
4. REMEDIES: Upon default and at any time thereafter, Payee may declare the Loan secured by this Agreement, immediately due and payable and shall have all the rights and remedies of a Payee under the Uniform Commercial Code (the “UCC”).
5. TERMINATION: This Agreement shall terminate upon the payment and performance in full of the Note.
6. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
7. CUMULATIVE RIGHTS: The Parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
8. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. Furthermore, no waiver by Payee of any default shall operate as a waiver of any other default or the same default on a future occasion.
9. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
10. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
PAYEE: PAYOR:
________________________ Genesis Asset Management, Inc.
________________________ Administrative Office
________________________ 799 Hunt Street
Ashland, KY 41101
Either party may change such addresses from time-to-time by providing notice as set
forth above.
11. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
12. WAIVER AND ACKNOWLEDGEMENT: The undersigned and all other parties to this Security Agreement, waive demand, presentment and protest and all notices thereto and further agree to remain bound, notwithstanding any extension, waiver, or other indulgence by any Grantor or upon the discharge or release of any obligor hereunder or to this Agreement. All parties agree and acknowledge the terms Payor, Payee and Holder as used herein are valid and constitute identical meaning whether employed in singular or plural form, and may represent natural or legal personalities, as applies.
For the parties’ mutual benefit, Genesis Asset Management, Inc., has recorded in the form of an electronic signature the assent of Payee _________________ to and acknowledgement of the terms of this Note and all attendant obligations on __________________ at _____________ Eastern Time.
Electronically signed by Payor Representative on __________________, at ____________ Eastern Time, while in the municipality of ________________, Commonwealth of or State of ____________________.
Electronically signed by PAYOR: Genesis Asset Management, Inc. represented by: _______________________
DOCUMENT VERSION HISTORY
This version, as initially generated by Genesis Asset Management, Inc., accurately reflects and represents the original Genesis Asset Management, Inc., Promissory Note electronically signed by Payor. This document is provided for recordkeeping purposes or, where Payee or Payee’s Representative has requested, and Genesis has so notated, as a functional equivalent to the original Note electronically executed by the Payor. Where applicable, this document’s negotiability may be affected by prior act of Payee or other parties. All transferees and holders should obtain adequate assurances from Payee, Payee’s Representative or other relevant parties as to this instrument’s negotiability.
