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This is a comprehensive loan agreement between a borrower, a guarantor and a lender. The loan agreement sets out the terms of an offer of finance by the lender and sets out the security to be delivered by the borrower. This document contains numerous template provisions for a loan agreement, including fees to be paid, representations and warranties made by the borrower and guarantor, and covenants made by the borrower and guarantor. This document can be customized to fit the needs of parties entering into a complex loan agreement.
This is a comprehensive loan agreement between a borrower, a guarantor and a lender. The loan agreement sets out the terms of an offer of finance by the lender and sets out the security to be delivered by the borrower. This document contains numerous template provisions for a loan agreement, including fees to be paid, representations and warranties made by the borrower and guarantor, and covenants made by the borrower and guarantor. This document can be customized to fit the needs of parties entering into a complex loan agreement. LOAN AGREEMENT THIS LOAN AGREEMENT made as of the _____ day of ___________, 2_____. B E T W E E N: __________________________________________ (the “Borrower”), OF THE FIRST PART, - and - __________________________________________ (the “Guarantor”) OF THE SECOND PART, - and – __________________________________________ (the “Lender”), OF THE THIRD PART, 1.00 RECITALS WHEREAS: 1.01 The Borrower has requested the Lender to provide certain credit facilities for the purposes as further detailed herein; 1.02 The Lender has issued and the Borrower has accepted an Offer of Finance dated _________________, as may be amended from time to time (the “Offer of Finance”); 1.03 The Lender is willing to provide such facilities to the Borrower pursuant to the Offer of Finance and in accordance with the terms and conditions contained herein; NOW THEREFORE in consideration of the premises, the mutual agreements herein contained, all monies advanced and all payments made by the Lender to the Borrower and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Borrower, the parties hereto covenant and agree as follows: 2.00 DEFINITIONS © Copyright 2013 Docstoc Inc. 2 2.01 Defined Terms In this Agreement, unless something in the subject matter or context is inconsistent therewith: (a) "Advances" means, collectively, all monies paid by the Lender to the Borrower or to any other person or entity, at the direction of the Borrower, together with all further monies advanced by the Lender to or on behalf of the Borrower, expended by or on behalf of the Lender or paid by the Lender in respect of the Offer of Finance; (b) "Agreement" means this agreement and all schedules attached hereto and includes all amendments, modifications, supplements and replacements hereto and thereto from time to time entered into pursuant to the terms hereof or thereof, as the case may be; (c) “Annual Gross Sales” means comprehensively (during a given fiscal year) the total amount of the actual selling price of the totality of the goods sold and the services rendered by a business carried on by all the companies whose annual gross sales are used for the purposes of this calculation (the “seller”), regardless of the place where these goods and services are sold, notably the following amounts: (i) the amounts received by the seller in consideration of the sale of goods, articles and merchandise; (ii) the amounts received by the seller in consideration of services rendered; (iii) the amounts received by the seller in consideration of the sale or leasing of any property (including intellectual property) of the seller or other persons or the granting of a license in respect of any such property; (iv) all the amounts received and receivable, whatever they may be; (v) all the proceeds, if applicable, from insurance against operating losses and the insurance proceeds received in respect of the business of the seller. In each case, regardless of whether these sales or these amounts received are certified by a check, cash, a credit, a charge account, instruments or otherwise, without any deduction permitted for a collection agency or bad debts; however, the term “annual gross sales” does not include: (i) the amount of sales taxes imposed by a government authority directly on sales and collected from customers at the point of sale by the seller acting as a representative of this authority, on condition that the amount of these taxes is added to the selling price, that it is not part of the indicated price of the article or the service and that it is actually paid by the seller to that authority; © Copyright 2013 Docstoc Inc. 3 (ii) the refunds granted
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