be governed exclusively by and construed in
accordance with the applicable laws of the State of Colorado.
Entire Agreement.
This Agreement constitutes the full understanding between the
parties hereto with respect to the subject matter hereof, and no statements,
written or oral, made prior to or at the signing hereof shall vary or modify the
terms hereof.
6
Section 6.10
Titles and Headings.
The titles and headings of the Articles and Sections of
this Agreement, which have been inserted for convenience of reference only and
are not to be considered a part hereof, shall not in any way modify or restrict
any of the terms and provisions hereof, and shall not be considered or given any
effect in construing this Agreement or any provision hereof or in ascertaining
intent, if any question of intent should arise.
ADVICE OF COUNSEL.
EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN
ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY WITH RESPECT TO
THE TRANSACTION GOVERNED BY THIS AGREEMENT.
WAIVER OF JURY TRIAL.
LENDER AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF EITHER PARTY.
LENDER ACKNOWLEDGES THAT THIS WAIVER OF
JURY TRIAL IS A MATERIAL INDUCEMENT TO BORROWER ACCEPTING CREDIT FROM LENDER,
THAT BORROWER WOULD NOT HAVE ACCEPTED SUCH CREDIT WITHOUT THIS JURY TRIAL
WAIVER, AND THAT EACH LENDER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN
OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL
WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.
7
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
duly executed as of the date first set forth herein.
BORROWER:
VARCA VENTURES, INC., a Nevada corporation
By:
/s/ Randall Oser
Randall Oser
President
WILDCAT MINING CORPORATION, a Nevada corporation
By:
/s/ Randall Oser
Randall Oser
President
LENDER:
SARASOTA VARCA ASSOCIATES LLC, a Florida limited liability company
By:
/s/ James A. Libby
James A. Libby, authorized Member
8
EXHIBIT A
SUBORDINATED SECURED PROMISSORY NOTE
[SEE ATTACHED]
EXHIBIT B
DEED OF TRUST
[SEE ATTACHED]