LOAN AND REAL ESTATE SERVICES
AGREEMENT
THIS LOAN AND REAL ESTATE SERVICES AGREEMENT , made as of
this 14th day of October, 2005 and effective as of January 1, 2006,
by and between InvestorsBank , a Wisconsin banking
organization (“Bank”), on the one hand, and The
Middleton Doll Company and Bando McGlocklin Small Business
Lending Corporation (such corporations collectively referred to
herein as “Bando”), on the other hand.
WHEREAS , the Bank and Bando have hereunto established a
contractual relationship under a Second Amended and Restated
Management Services and Allocation of Expenses Agreement, dated as
of January 1, 2004 between such parties, in order to permit
employees of the Bank to manage the loans (i) made by Bando that
are either on Bando’s balance sheet or sold by Bando but for
which Bando retains servicing obligations, if any; and (ii)
originated by the Bank or other financial institutions which are
purchased by Bando (in whole or in part) (collectively, the
“Bando Loans”), to permit Bank employees to provide
accounting services to Bando, to provide leased property services
to Bando and to share certain overhead expenses as between the Bank
and Bando, all in accordance with the terms and conditions of such
agreement; and
WHEREAS , Bando and the Bank each possess similar loan
assets requiring loan administration services and expertise;
and
WHEREAS , the Bank employs persons with the necessary
qualifications and expertise to manage and provide loan
administration services for the Bando Loans, to provide accounting
services to Bando and to provide leased property services;
and
WHEREAS , the Bank and Bando desire the Bank to provide
rental space to Bando for a monthly fee as described
herein;
NOW, THEREFORE , for and in consideration of the premises
and mutual covenants contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Loan Management and Related Services to Bando .
The
Bank shall service and administer the Bando Loans and shall have
full power and authority, acting alone, to do any and all things in
connection with such servicing and administration which the Bank
may deem necessary or desirable including, but not limited to, the
following:
The
Bank may waive, modify or vary any term of any Bando Loan or
consent to the postponement of strict compliance with any such term
or in any manner grant indulgence to any obligor if, in the
Bank’s determination, such waiver, modification, postponement
or indulgence is in the best interests of Bando; provided ,
however , that, unless the obligor is in default with
respect to a Bando Loan, or such default is, in the judgment of the
Bank, imminent, the Bank may not permit any modification with
respect to any Bando Loan that would change the loan interest rate,
defer or forgive the payment of any principal or interest (unless
in connection with the liquidation of the related Bando Loan), or
extend the final maturity date on such Bando Loan. All out of
pocket costs incurred by the Bank, including but not limited to,
the cost of appraisals, title insurance and attorneys’ fees
shall be added to the amount owning under the related Bando Loan.
Without limiting the generality of the foregoing, the Bank shall
continue and is hereby authorized and empowered to execute and
deliver on behalf of Bando all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Bando Loans and
with respect to any mortgaged properties or other collateral. If
reasonably required by the Bank, Bando shall furnish the Bank with
any powers of attorney and other documents necessary or appropriate
to enable the Bank to carry out its servicing and administrative
duties under this Agreement.
In
consideration for the Bank’s loan management services to
Bando under Section 1.(a), the Bank shall charge and Bando shall
pay on a monthly basis a fee equal to one twelfth of twenty five
(25) basis points multiplied by the amount of Bando Loans
outstanding at the end of the preceding month plus all of the
Bank’s out of pocket expenses described in Section
1.(a).
From
time to time, the Bank may sell, and Bando may purchase,
participations in loans made by the Bank. Any such participations
shall be made proportionately with the face amount of such loans
and shall bear the same interest rate. No loan origination fees
shall be paid with respect to such loans.
2.
Leased Property Servicing .
(a)
In general, Bank shall be Bando’s agent in all matters
relating to the lease arrangements between Bando, as property
owner, and lessees (the properties subject to such lease
arrangements being called the “Leased Properties”),
including the collection of rents and insuring that real estates
taxes are duly paid and that insurance coverages are maintained.
Bank, as Bando’s agent, shall deal directly with lessees and
others in all matters pertaining to such leases.
(b)
On all properties originally acquired by Bando from Bando
McGlocklin Real