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All terms used in the UCC and not specifically defined in this Agreement or in any other Loan Document shall herein have the meanings assigned to such terms in the UCC. The Loan. Subject to the terms and conditions and relying upon the representations and warranties in this Agreement and the other Loan Documents, the Lender agrees to A- 4. The Lender may make the Loan to Borrower in one or more disbursements during the term of the Loan. This Agreement is terminable by the Lender as set forth herein, but it will not continue beyond January 15, the "Loan Expiry Date" , unless the entire principal balance of the Note, together with all accrued and unpaid interest thereon and all other costs and expenses in connection therewith, is not paid on the Loan Expiry Date.
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Upon such event, the Loan shall be subject to the additional charges and revised due dates set forth in Section 2. The obligations of the Borrower to repay the unpaid principal amount of the Loan shall be evidenced in part by the Note of the Borrower dated the Closing Date in substantially the form attached hereto and made a part hereof as Exhibit "A" with the blanks appropriately filled. Interest Rates; Usury. In the event the rates of interest provided for in subsection a above or elsewhere in this Agreement or either of them are finally determined by any Official Body to exceed the maximum rate of interest permitted by any applicable usury or similar Laws, their or its application shall be suspended and there shall be charged instead the maximum rate of interest permitted by such Laws, If any payment of interest or in the nature of interest would cause the foregoing interest rate limitation to be exceeded, then such excess payment will be credited as a payment of principal, unless the Borrower notifies the Lender in writing to return the excess payment to the Borrower.
Interest Payments. Subject to the terms and conditions of this Agreement, the Borrower shall make a payment of all accrued but unpaid interest on the Loan Expiry Date. Principal Payments.
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The Borrower may not make any prepayments of principal under the Note. The Borrower shall pay the entire outstanding principal balance of the Note to the Lender on the Loan Expiry Date, unless otherwise extended pursuant to Section 2. All payments and prepayments to be made in respect of principal, interest or other amounts due from the Borrower under this Agreement or under the Note shall be payable by o'clock p.
Such payments shall be made to the Lender at its Office in U.
Payments made under the Note are to be credited first to interest and lawful charges then accrued and the remainder to principal and in the inverse order of maturity and shall not postpone the due date or change the amount of any subsequent installment of principal. D0C 2. The Borrower shall indemnify the Lender against any loss or expense which the Lender has sustained or incurred as a consequence of any Event of Default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or the Note including, without limitation, any failure of the Borrower to pay when due any principal, interest, commitment or origination fees or any other amount due hereunder or under the Note except to the extent such Joss or expense results from the Lender's negligence or willful misconduct.
If the Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower in writing of the amount determined in good faith by the Lender which determination shall be prima facia evidence thereof to be necessary to indemnify the Lender for such loss or expense. Any such amount shall be due and payable by the Borrower to the Lender no later than ten 30 Business Days after such written notice is given.
Exjt Fee. The Exit Fee shall not accrue any interest under Section 2. If the Borrower fails to pay the entire unpaid principal balance of the Note, all acciiied but unpaid interest thereon and the Exit Fee to the Lender on the Loan Expiry Date, the Exit Fee shall increase by Upon the Borrower's failure to make a payment in full of its obligations under this Agreement on the Loan Expiiy Date, such increased Exit Fee, the entire outstanding principal balance of the Note, all accrued but unpaid interest thereon and any other sums payable hereunder shall he due and payable on May 31, the "Final Expii7 Date".
Organization and Qualification. The Boirower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Authority; Power to Can-y on Business; Licenses. The Borrower has the power and authority to execute, deliver and perform the Loan Documents to which it is a party, to make the borrowing provided for herein, and to perform its obligations hereunder and under the other Loan Documents. With respect to the Borrower, all such action has been duly and validly authorized by all necessary limited liability company proceedings on its part.
Execution and Binding Effect. The Loan Documents to which the Borrower is a party have been duly and validty executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with the terms hereof and thereof. Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of the Loan Documents by the Borrower, the consummation by the Borrower of the transactions herein or therein contemplated, and the performance of or compliance with the tains and conditions hereof or thereof by the Borrower, 3.
Absence of Conflicts. Neither the execution and delivery of the Loan Documents by the Borrower, the consummation by the Borrower of the transactions herein or therein contemplated, nor the 4. D0C performance of or compliance with the terms and conditions hereof or thereof by the Borrower will a violate any Law, b conflict with ov result in a breach of or a default under any agreement or instrument to whicli the Borrower is a party or by which its properties now owned or hereafter acquired may be subject or bound or, c result in the creation or imposition of any Encumbrance or other charge upon any property now owned or hereafter acquired of the Borrower except as hereby provided.
Ownership and Control. No Event of Default; Compliance with Instrument. No event has occurred and is continuing and, to the knowledge of the Borrower, no condition exists which constitutes an Event of Default or Potential Default. The Borrower is not in violation of i any term of any charter instrument or any by-law or ii any material agreement or instrument to which they are a party or by which they or any of their properties now acquired or hereinafter acquired may be subject or bound, 3.
The conduct by the Borrower of its business as presently conducted does not violate any provision of any Law in any material respect, and the Borrower has obtained or will obtain all permits, licenses, consents and approvals of all Official Bodies or other third parties, including aJl consents and approvals, if any, under the Laws designed to protect the environment, which aie required to conduct such business, and no such permits, licenses, consents or approvals are subject to review upon appeal or under any pending or threatened attack by direct proceedings, except where such review process would not reasonably be expected to result in a Material Adverse Effect, 3.
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The Borrower owns or possesses all of the patents, trademarks, service marks, tradenames, copyrights, licenses, franchises, permits and other rights with respect to the foregoing necessary to own and operate its personal property and to cany on its business as presently conducted without infringement upon or conflict with the rights of any other Person with respect thereto and no claim or litigation regarding any of the foregoing is pending or threatened 3.
Title to Property. Except as set forth on Schedule 3. No security documents or financing statements relating to such properties and assets or the Collateral have been executed by the Borrower or filed or recorded with respect to the Collateral or the Borrower's property or assets by any other Person, except the Permitted Encumbrances.
Use of Proceeds. The proceeds of the Loan shall be used for funding the Borrower's purchase of the Facility, securing U. Taxes, All tax returns required to be filed by each of the Borrower have been properly prepared, executed and filed. Ali taxes, assessments, fees and other governmental charges upon the Borrower or upon any of its respective personal property, income, sales or franchises which are due and payable have been paid.
The reserves and provisions for taxes on the books of the Borrower are adequate for all open years 4.
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DOC and for their current fiscal period. The Borrower does not know of any proposed additional assessment or basis for any material assessment for additional taxes whether or not reserved against.
Upon the execution of this Agreement and the other Loan Documents, the Lender's security interest in the Borrower's personal property to the extent a security interest can be perfected therein pursuant to the UCC or applicable federal law i will be and continue to be a prior perfected security interest under the UCC and applicable federal law entitled to all the rights, benefits and priorities provided by the UCC and applicable federal law and b wilt be and win continue to be superior and prior to the rights of all Persons to the full extent provided by the UCC and applicable federal law subject only to Permitted Encumbrances.
All such action as is necessary or advisable to establish such rights of the Lender has been taken or will be taken at or prior to the time required for such purpose, including, without limitation, the filing of financing statements relating to such security interest in each office and in each jurisdiction where required in order to perfect the security interest described above, and there will be upon execution, delivery and filing as aforesaid, no necessity for any further action in order to preserve, protect and.
ARTICLE IV CLOSING The obligation of the Lender to enter into this Agreement and to make the Loan hereundcr is subject to tlie accuracy as of the date hereof of the representations and warranties contained in this Agreement and the other Loan Documents, to the performance by the Borrower of its obligations to be performed hereunder and thereunder on or before the date of such Loan, and to the satisfaction of the following further conditions: 4.
Reporting and Information Requirements. Promptly upon becoming aware thereof, the Borrower shall give the Lender notice with respect to any Material Adverse Change. Promptly upon becoming aware thereof, the Borrower shail give the Lender notice of the commencement, existence or credible threat of all proceedings by or before any Official Body against or affecting the Borrower or the Business which, if adversely decided, would have a Material Adverse Effect. The Borrower shall furnish to the Lender such other information, in such foim as the Lender may reasonably request from time to time.
Prcse "vatton of Existence and Franchises. The Borrower will maintain its limited liability company existence, rights and franchises in full force and effect in its jurisdiction of organization. The Borrower will qualify and remain qualified as a foreign limited liability company in each jurisdiction in which such failure to receive or retain qualification would have a Material Adverse Effect 5. Compliance with Laws.
The Borrower shall comply in all material respects with all applicable Laws. Use of Proceeds, The Borrower will use the proceeds of the Loans for the purposes set forth in Section 3.
Management of Borrower. The Borrower shall not sell, pledge, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, the assets of the Borrower, without the prior written consent of the Lender, except as otherwise permitted in this Agreement, and except as such disposition shall not have a Material Adverse Effect. Events of Default.
Consequences of an Event of Default, If an Event of Default shall occur and be continuing or shall continue to exist, the Lender shall be under no further obligation to make Loans and may declare the unpaid principal amount of any Note, interest accrued thereon and all other amounts owing by the Borrower hercundcr or under the Note to be immediately due and payable without presentment, demand, protestor further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.
Business Days. Er verpflichtet sich, den in diesem und den anderen Darlehensdokumenten festgehaltenen Verpflichtungen nachzukommen. Jede derartige bekannt gemachte Bemerkung ist bei Erhalt wirksam. Cohen, Esq. FAX: 8. Further, the Borrower waives and hereby acknowledges that it is estopped from raising any claim that either of such courts lacks personal jurisdiction over it so as to prohibit either such court from adjudicating any issues raised in a complaint filed with either of such courts against the Borrower by the Lender concerning the Loan Documents.
Dieser Vertrag wird in beliebiger Anzahl an Kopien ausgegeben und unter den Parteien in separate Kopien verteilt. Jede von ihnen wird so als Original angesehen, aber alle Kopien zusammen bilden nur ein und 8. Er tritt in Kraft zum Nutzen der Parteien.
Die Rechte und Leistungen dieses Vertrages, oder anderen Darlehensdokumenten sind nicht dazu konzipiert, irgendeiner Dritten Partei zugute zu kommen. All rights reserved. Confidential and proprietary document V Confidential and proprietary document.