whereas, lender is willing to make the loan to borrower, subject to and in accordance with the terms and conditions of this agreement and the other loan documents. “award” shall mean any compensation paid by any governmental authority in connection with a condemnation in respect to all or any part of the property. “environmental indemnity” shall mean that certain environmental indemnity agreement dated as of the date hereof executed by borrower and guarantor in connection with the loan for the benefit of lender. “gross revenue” shall mean all revenue derived from the ownership and operation of the property from whatever source, including rents and any insurance proceeds (whether or not lender elects to treat any such insurance proceeds as business or rental interruption insurance proceeds pursuant to section 5.4(f) hereof). “management agreement” shall mean any management agreement entered into by and between borrower and manager pursuant to section 4.13.2 or section 4.13.3 hereof, in each case, pursuant to which the manager is to provide management and other services with respect to the property. notwithstanding any provisions above to the contrary, borrower and lender agree that the rent paid by ica for any permitted dark space (which may not be increased or substituted for in any manner) is and will be included as operating income. “restoration” shall mean the repair and restoration of the property after a casualty or condemnation as nearly as possible to the condition the property was in immediately prior to such casualty or condemnation, with such alterations as may be reasonably approved by lender. “term” shall mean the entire term of this agreement, which shall expire upon repayment in full of the debt and full performance of each and every obligation to be performed by borrower pursuant to the loan documents. unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this agreement or any other loan document shall refer to this agreement or such other loan document as a whole and not to any particular provision hereof or thereof. if by the terms of this agreement or the other loan documents, borrower is at any time required or obligated to pay interest on the outstanding principal balance at a rate in excess of the maximum legal rate, the interest rate shall be deemed to be immediately reduced to the maximum legal rate and all previous payments in excess of the maximum legal rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. (c) all payments required to be made by borrower hereunder or under the note or the other loan documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto. upon the defeasance of the loan in accordance with clauses (a) and (b) of this section 2.4.2, borrower shall have no further right to prepay the note pursuant to the other provisions of this section 2.4.2 or otherwise. in addition, borrower shall provide all other documentation lender reasonably requires to be delivered by borrower in connection with such release, together with an officer’s certificate certifying that such documentation (i) is in compliance with all legal requirements, and (ii) will effect such release in accordance with the terms of this agreement. to borrower’s knowledge, borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any permitted encumbrance or any other agreement or instrument to which it is a party or by which it or the property is bound. borrower has not engaged in any transaction in connection with which it could be subject to either a material civil penalty assessed pursuant to the provisions of section 502 of erisa or a material tax imposed under the provisions of section 4975 of the code. no person has any possessory interest in the property or right to occupy the same except under and pursuant to the provisions of the leases. all work to be performed by borrower under each lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by borrower to any tenant has already been received by such tenant. no petition in bankruptcy has been filed against borrower or to borrower’s knowledge any of borrower gp, guarantor or reit, and neither borrower nor to borrower’s knowledge any of borrower gp, guarantor or reit has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. borrower shall pay and otherwise perform the obligations in accordance with the terms of this agreement and the other loan documents. borrower shall not create, incur, assume or permit to exist any lien on any direct or indirect interest in borrower or any spc party, or any portion of the property, except for the permitted encumbrances and permitted transfers. after an event of default, borrower shall pay any costs incurred by lender to examine such books, records and accounts, as lender shall determine to be necessary or appropriate in the protection of lender’s interest. any funds distributed to borrower for the payment of approved extraordinary operating expenses pursuant to section 6.12.1 shall be used by borrower only to pay for such approved extraordinary operating expenses or reimburse borrower for such approved extraordinary operating expenses, as applicable. (c) borrower shall have the right, without the consent or approval of lender, to terminate or accept a surrender of any lease that is not a major lease so long as such termination or surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to preserve and protect the property.
(b) borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the management agreement, (ii) enter into any other agreement relating to the management or operation of the property with manager or any other person, (iii) consent to the assignment by manager of its interest under the management agreement, or (iv) waive or release any of its rights and remedies under the management agreement, in each case without the express consent of lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new property manager such consent may be conditioned upon borrower delivering a rating agency confirmation from each applicable rating agency as to such new property manager and management agreement. borrower shall cooperate fully with lender with respect to any proceedings before any court, board or other governmental authority which may in any way affect the rights of lender hereunder or any rights obtained by lender under any of the other loan documents and, in connection therewith, permit lender, at its election, to participate in any such proceedings. the obligations and liabilities of borrower under this section 4.24 shall (i) become part of the obligations, (ii) be secured by the loan documents and (iii) survive the term and the exercise by lender of any of its rights or remedies under the loan documents, including the acquisition of the property by foreclosure or a conveyance in lieu of foreclosure. (g) in the event of foreclosure of the mortgage or other transfer of title to the property in extinguishment in whole or in part of the obligations, all right, title and interest of borrower in and to the policies that are not blanket policies then in force concerning the property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or lender or other transferee in the event of such other transfer of title. in the event borrower or any party other than lender is a payee on any check representing insurance proceeds with respect to any casualty, borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to the order of lender. if the property or any portion thereof is taken by a condemning authority, borrower shall promptly commence and diligently prosecute the restoration of the property and otherwise comply with the provisions of section 5.4, whether or not an award is available to pay the costs of such restoration. without in any way limiting the foregoing, if borrower or manager receive any gross revenue from the property, then (i) such amounts shall be deemed to be collateral for the obligations and shall be held in trust for the benefit, and as the property, of lender, (ii) such amounts shall not be commingled with any other funds or property of borrower or manager, and (iii) borrower or manager shall deposit such amounts in the clearing account within two (2) business days of receipt. if the amount of the tax funds shall exceed the amounts due for taxes and provided that no trigger period exists, lender shall, in its sole discretion, return any excess to borrower or credit such excess against future payments to be made to the tax funds. if the amount of the insurance funds shall exceed the amounts due for insurance premiums and provided that no trigger period exists, lender shall, in its sole discretion, return any excess to borrower or credit such excess against future payments to be made to the insurance funds. if borrower provides a letter of credit which is equal to or exceeds the amount of cash in the lease sweep account, lender shall release to borrower the cash amounts on deposit in the lease sweep account. lender’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to lender under the loan documents. (a) all letters of credit delivered to lender in connection with this loan shall be held as collateral and additional security for the payment of the debt. the rights, powers and remedies of lender under this agreement shall be cumulative and not exclusive of any other right, power or remedy which lender may have against borrower pursuant to this agreement or the other loan documents, or existing at law or in equity or otherwise. borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by lender in order to serve as the borrower under any new mezzanine loan and the applicable organizational documents of borrower shall be amended and modified as necessary or required in the formation of any new mezzanine loan borrower. notwithstanding anything to the contrary contained in this article 9, borrower shall not be required to incur any material costs or expenses in the performance of its obligations under sections 9.1 or section 9.2 above that arise after the closing date, other than expenses of borrower’s counsel, accountants and consultants. in particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this agreement or any other loan document, lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this agreement or the other loan documents, or to declare a default for failure to effect prompt payment of any such other amount. (b) the loan documents are solely for the benefit of lender and borrower and nothing contained in any loan document shall be deemed to confer upon anyone other than the lender and borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained therein. no failure by lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which borrower is obligated to make under any of the loan documents. if borrower shall be required by law to deduct any applicable taxes from or in respect of any sum payable hereunder to lender, the following shall apply: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this section 10.24), lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) borrower shall make such deductions and (iii) borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. borrower’s assets will not be listed as assets on the financial statement of any other person, provided, however, that borrower’s assets may be included in a consolidated financial statement of its affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of borrower and such affiliates and to indicate that borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or any other person, and (ii) such assets shall be listed on borrower’s own separate balance sheet. (y) except in connection with the loan (or any prior loan that shall have been satisfied on or prior to the date hereof), borrower has not pledged and will not pledge its assets for the benefit of any other person. in addition, orly has experience in serving as an in-house legal counsel for start up companies at various phases of their development, providing strategic legal advise to entrepreneurs and emerging companies with a comprehensive understanding of the business and legal issues. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”
this loan agreement (the “agreement”) is entered into ____________________ (the “effective date”), by and between ________________________, with an address of _____________________________ (the “lender”) and _________________, with an address of _______________________________, (the “borrower”), individually referred to as “party”, and collectively “the parties.” repayment. payment shall be considered late if received by the lender ___ days after its due date. the lender will have the option to charge a late fee of _____%. if the borrower defaults on its payments and fails to cure said default within a reasonable amount of time, the lender will have the option to declare the entire remaining amount of principal and any accrued interest immediately due and payable. both parties represent that they are fully authorized to enter into this agreement. in the event any provision of this agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the agreement and all other provisions shall continue in full force and effect as valid and enforceable.
the failure by either party to exercise any right, power, or privilege under the terms of this agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege. in the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees. this agreement is legal and binding between the parties as stated above. this agreement may be entered into and is legal and binding both in the united states and throughout europe. the parties agree that this agreement shall be governed by the state and/or country in which both parties reside/do business. in the event that the parties reside/do business in different states and/or countries, this agreement shall be governed by ______________ law. the parties acknowledge and agree that this agreement represents the entire agreement between the parties.
a personal loan agreement is a legal document that is completed by a lender and a borrower to establish the terms and conditions of a loan. the loan agreement, a loan agreement is a written agreement between a lender that lends money to a borrower in exchange for repayment plus interest. a loan agreement is a document between a borrower and lender that details a loan repayment schedule. you can use our loan agreement template for a variety, loan agreement pdf, loan agreement pdf, simple loan agreement sample, sample collateral loan agreement template, business loan agreement pdf.
this loan agreement and promissory note (the “note”), is made this 1st day of july, 2010, by and among wharton capital, llc (hereinafter, known as “lender”) and a standard loan agreement is a document that covers the terms and conditions of a loan between a lender and a borrower. standard loan agreements put terms a loan agreement is a written contract between two parties — a lender and a borrower — that can be enforced in court if one party, personal loan agreement sample, free loan agreement template, terms and conditions of loan agreement example, family loan agreement template.
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