Loan Agreement

LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement") is made and entered into by and
between Borrower Name, a Texas Ownership Structure ("Borrower"), and the _____
Community Development Financial Institution, ("Lender"), a Texas Non!ro"it
#orporation$
Borrower has app%ied to Lender "or a %oan in the principa% amount o" Loan Amount
and &&'()) *o%%ars (+&&&,&&&$&&), (the "Loan")$ ,n consideration o" the mutua%
co-enants and agreements herein contained, Lender and Borrower agree as "o%%ows.
W I T N E S S E T .
!"# ! DEFIINITIONS$ The terms used in this Agreement sha%% ha-e the "o%%owing
meanings.
( $( $ #asua%ty ,nsurance !o%icies sha%% mean "ire insurance, comprehensi-e property
damage, pub%ic %iabi%ity, wor/er0s compensation, and other insurance deemed
necessary or otherwise re1uired by Lender$
( $2 $ #o%%atera% sha%% mean the !ersona% !roperty and the 3ea% !roperty$
( $4 $ #ommitment 5ee sha%% mean a "ee e1ua% to && percent (&&6) o" the %oan
amount (+&&&$&&) payab%e to Lender and is due at the time o" the %oan
c%osing$
( $7 $ *eed o" Trust sha%% mean that certain *eed o" Trust, Security Agreement and
Assignment o" 3ents executed and de%i-ered by Borrower unto 8argo 9eis:,
Trustee "or the bene"it o" Lender, co-ering the 3ea% !roperty$
( $; $ 5inancing Statements sha%% mean and inc%ude a%% such <ni"orm #ommercia%
#ode "inancing statements and continuation statements as Lender sha%% re1uire,
du%y executed by the Borrower or others to gi-e notice o" and to per"ect or
continue per"ection, o" Lender0s security interest in the #o%%atera% or other
security "or the Loan$
( $= $ >o-ernmenta% Authority sha%% mean any and a%% courts, boards, agencies,
commissions, o""ices or authorities o" any nature whatsoe-er "or any
go-ernmenta% unit ("edera%, state, county, district, municipa%, city or otherwise)
whether now or herea"ter in existence$
( $? $ >uaranty sha%% mean a guaranty agreement du%y executed by the >uarantor,
whereby the >uarantor, primari%y and unconditiona%%y, guarantees to Lender
payment o" the Loan and per"ormance o" Borrower0s ob%igations under the
Loan *ocuments on a continuing basis$
LOAN A>3@@8@NT A !A>@ (
( $B $ Lega% 3e1uirements sha%% mean (i) any and a%% present and "uture Cudicia%
decisions, statutes, ru%ings, ru%es, regu%ations, permits, certi"icates or
ordinances o" any >o-ernmenta% Authority in any way app%icab%e to Borrower,
any >uarantor or the #o%%atera%, inc%uding, but not %imited to, those respecting
the ownership, use, occupancy, possession, operation, maintenance, a%teration,
repair or reconstruction thereo", (ii) >rantor0s so%e proprietorship, (iii) any and
a%% %eases and other contracts (written or ora%) o" any nature to which >rantor
or any >uarantor may be bound, and (i-) any and a%% restrictions, reser-ations,
conditions, easements or other co-enants or agreements o" record a""ecting the
3ea% !roperty$
( $D $ Loan *ocuments sha%% inc%ude this Agreement, the Note (inc%uding a%%
renewa%s, extensions, modi"ications and rearrangements thereo"), the *eed o"
Trust, the Security Agreement, the 5inancing Statements and a%% other
instruments contemp%ated to be executed pursuant to or in connection with the
Loan$
( $() $ Note sha%% mean those (() certain !romissory Note in the stated principa%
amount o" Loan Amount and &&')) *o%%ars (+&&,&&&$&&), in the "orm and
substance as prescribed by Lender, and a%% renewa%s, extensions and
rearrangements thereo" or substitutions there"ore, permitted by the Lender,
du%y executed by Borrower$
( $(( $ !ersona% !roperty sha%% mean the "o%%owing described property, together with
any and a%% additions, accessions, rep%acements, accessories, amendments and
modi"ications thereto, extensions, renewa%s, en%argements, products and
proceeds thereo", substitutions there"ore, and income and pro"its there "rom.
(a) A%% present and "uture accounts, chatte% paper, contract rights, documents,
instruments, deposit accounts and genera% intangib%es (inc%uding any right
to payment "or goods so%d or ser-ices rendered arising out o" the sa%e or
de%i-ery o" persona% property or wor/ done or %abor per"ormed by
Borrower), now or herea"ter owned, he%d, or ac1uired by Borrower,
together with any and a%% boo/s o" account, customer %ists and other
records re%ating in any way to the "oregoing (inc%uding, without %imitation,
computer so"tware, whether on tape, dis/, card, strip, cartridge or any
other "orm), and in any case where an account arises "rom the sa%e o"
goods$
(b) A%% present and herea"ter ac1uired in-entory (inc%uding without %imitation,
a%% raw materia%s, wor/ in process and "inished goods) he%d, possessed,
owned, he%d on consignment, or he%d "or sa%e, %ease, return or to be
"urnished under contracts o" ser-ice, in who%e or in part, by Borrower
where-er %ocated, and a%% records re%ating in any way to the "oregoing
(inc%uding, without %imitation, any computer so"tware, whether on tape,
dis/, card, strip, cartridge or any other "orm)$
LOAN A>3@@8@NT A !A>@ 2
(c) A%% e1uipment, -ehic%es and "ixtures o" whatsoe-er /ind and character now
or herea"ter possessed, he%d, ac1uired, %eased or owned by Borrower and
used or usab%e in Borrower0s business (inc%uding, without %imiting the
genera%ity o" the "oregoing, those certain items set "orth on the additiona%
sheets, i" any, attached hereto and made a part hereo" by re"erence as
Annex (), together with a%% rep%acements, accessories, additions,
substitutions and accessions to a%% o" the "oregoing, and a%% records re%ating
in any way to the "oregoing (inc%uding, without %imitation, any computer
so"tware, whether on tape, dis/, card, strip, cartridge or any other "orm)$
4 $( $ 3ea% !roperty. Borrower !%edging !roperty is p%edging persona% property
%ocated at !hysica% Address EEEE#ity, Texas ?&&&&$ Lega% description. To
Be Ta/en 5rom 9arranty *eed$
4 $2 $ Security Agreement sha%% mean that certain Security Agreement co-ering the
!ersona% !roperty and securing the Note, du%y executed by Borrower and such
others (i" any) as sha%% be re1uired to create a security interest in the !ersona%
!roperty$
4 $4 $ Security ,nstrument sha%% mean the *eed o" Trust and'or the Security
Agreement, as app%icab%e$
!"#$ LOAN COMMITMENT AND RE%A&MENT$ SubCect to the terms and
pro-isions o" this Agreement.
7 $( $ Loan #ommitment$ Lender agrees to %end to Borrower, and Borrower agrees
to borrow "rom Lender, the amount Loan Amount and &&'()) *o%%ars
(+&&,&&&$&&)$ ,nterest on the sums ad-anced under the Loan sha%% accrue
at the rate o" &$&&6 per annum and sha%% be ca%cu%ated at a dai%y rate e1ua% to
('4=)th o" the annua% percentage rate, based on the actua% number o" days
e%apsed$
7 $2 $ Security$ !ayment o" the indebtedness e-idenced by the Note and the other
Loan *ocuments sha%% be guaranteed by the >uarantor and secured by the
Security ,nstrument and the %iens, security interests and co%%atera% assignments
created or e-idenced by the other Loan *ocuments$
7 $4 $ 3epayment o" the Term Loan o" +&&,&&&$&&$ Borrower wi%% repay the
Loan to Lender as "o%%ows.
(a) ,nterest on this Note sha%% accrue at the rate o" &$&&6 per annum and
sha%% be ca%cu%ated at a dai%y rate e1ua% to ('4=)th o" the annua% percentage
rate that this Note bears, based on the actua% number o" days e%apsed$
LOAN A>3@@8@NT A !A>@ 4
(b) A payment representing interest on%y "rom the date hereo" through the
month o" 8onth o" #%osing sha%% be due and payab%e on the (st day o"
8onth A"ter #%osing 8onth 2)&&$
(c) ,nsta%%ments o" principa% and interest in the amount o" 8onth%y ! F ,
!ayment and &&'()) *o%%ars (+&,&&&$&&), sha%% be due and payab%e
month%y commencing on the (st day o" 8onth, 2)&&, with a %i/e
insta%%ment due and payab%e on the "irst day o" each succeeding month
therea"ter to maturity$ A%% payments made as schedu%ed on this Note sha%%
be app%ied, to the extent thereo", "irst to accrued but unpaid interest and the
ba%ance to unpaid principa%$
(d) On the 8aturity *ate, the entire outstanding principa% amount o" the
origina% %oan amount o" Loan Amount and &&'()) *o%%ars (+&,&&&$&&)
sha%% be due and payab%e in one ba%%oon payment on 8aturity *ate 8onth,
*ay, 2)&&$
!"#' RE%RESENTATIONS AND WARRANTIES OF (ORROWER$ Borrower
represents and warrants that.
; $( $ Organi:ation$ Borrower is a Ownership Structure du%y organi:ed, -a%id%y
existing and in good standing under the %aws o" the State o" Texas and a%% other
states where it is doing business, and has a%% re1uisite power and authority to
execute and de%i-er this Loan Agreement and the other Loan *ocumentsG and
; $2 $ *ue @xecution o" Loan *ocuments$ This Agreement, the Note, the Security
Agreement and the other Loan *ocuments ha-e been or wi%% be du%y executed,
issued and de%i-ered by Borrower and constitute or, when executed and
de%i-ered to Lender, wi%% constitute -a%id and %ega%%y binding ob%igations o"
Borrower, en"orceab%e in accordance with their respecti-e terms$
; $4 $ #onsent Not 3e1uired$ No consent o" any person and no consent, %icense,
appro-a% or authori:ation o", or registration or dec%aration with, any
go-ernmenta% body, authority, bureau or agency is re1uired in connection with
the execution and de%i-ery o" this Agreement, the Note, the Security
Agreement and the other Loan *ocuments to which Borrower is a party$
; $7 $ No #on"%ict$ Neither the execution and de%i-ery o" this Agreement, the Note,
the Security Agreement and the other Loan *ocuments, the consummation o"
the transactions contemp%ated therein, nor comp%iance by Borrower with this
Agreement, the Note, the Security Agreement and the other Loan *ocuments
wi%% con"%ict with or resu%t in a breach o" any o" the terms, conditions or
pro-isions o" any %aw, regu%ations, order, writ, inCunction or decree o" any
court or go-ernmenta% instrumenta%ity, o" any agreement or instrument to
which Borrower is a party or by which it is bound or to which it is subCect,
constitute a de"au%t thereunder, or resu%t in the creation or imposition o" any
%ien, charge or encumbrance o" any nature whatsoe-er upon any o" the
LOAN A>3@@8@NT A !A>@ 7
property o" Borrower pursuant to the terms o" any such agreement or
instrument$
; $; $ No !ending or Threatened Litigation$ There are no actions, suits or
proceedings pending, or to the /now%edge o" Borrower threatened, against or
a""ecting Borrower, the >uarantor or the #o%%atera%, or in-o%-ing the -a%idity or
en"orceabi%ity o" the Loan *ocuments or the priority o" the %iens or security
interests created thereby, and there are no actions, suits or proceedings pending
or, to the /now%edge o" the Borrower, threatened against or a""ecting
Borrower or any >uarantor which cou%d ha-e a materia% ad-erse a""ect on the
abi%ity o" each or any o" such parties to per"orm their respecti-e ob%igations
under the Loan *ocumentsG and "urther, no e-ent has occurred (inc%uding
speci"ica%%y Borrower0s execution o" the Loan *ocuments and its
consummation o" the %oan represented thereby) which wi%% -io%ate, be in
con"%ict with, resu%t in the breach o" or constitute (with due notice or %apse o"
time, or both) a de"au%t under, any Lega% 3e1uirement or resu%t in the creation
or imposition o" any %ien, charge or encumbrance o" any nature whatsoe-er
upon any o" Borrower0s or any o" >uarantor0s property other than the %ien and
security interest created by the Loan *ocuments$
; $= $ 5inancia% 8atters$ Borrower is so%-ent, is not ban/rupt and has no outstanding
%iens, suits, garnishments, ban/ruptcies or court actions that cou%d render
Borrower inso%-ent or ban/rupt$ There has not been "i%ed by or against
Borrower a petition in ban/ruptcy or a petition or answer see/ing an
assignment "or the bene"it o" creditors, the appointment o" a recei-er, a trustee,
custodian or %i1uidator with respect to Borrower or any substantia% portion o"
Borrower0s property, reorgani:ation, arrangement, rearrangement,
composition, extension, %i1uidation or disso%ution or simi%ar re%ie" under the
<nited States Ban/ruptcy #ode or any state %aw$ A%% reports, statements and
other data or app%ications "or credit supp%ied to Lender by or on beha%" o"
Borrower or the >uarantor prior to, contemporaneous%y with or subse1uent to
the execution o" this Agreement are true and correct in a%% materia% respects and
do not omit to state any "act or circumstance necessary to ma/e the statements
contained therein not mis%eading$ Any and a%% "inancia% statements and
app%ications "or credit ha-e been prepared in accordance with genera%%y
accepted accounting princip%es consistent%y app%ied, and "u%%y and accurate%y
present the "inancia% condition o" the subCect thereo" as o" the date thereo" and
no materia% ad-erse change has occurred in the "inancia% condition re"%ected
therein since the respecti-e dates thereo"$
; $? $ No @xisting Hio%ation or *e"au%t$ Borrower is not in de"au%t with respect to
any order, writ, inCunction, decree or demand o" any court or any
>o-ernmenta% Authority, or in the payment o" any indebtedness "or borrowed
money or under the terms or pro-isions o" any agreement or instrument
e-idencing or securing any such indebtedness$
LOAN A>3@@8@NT A !A>@ ;
; $B $ No Herba% Agreements$ Borrower has not made any -erba% or written contract
or arrangement o" any /ind, the occurrence, per"ormance or recordation o"
which wou%d gi-e rise to a %ien or security interest in the #o%%atera%$
; $D $ Taxes$ Borrower has "i%ed a%% "edera%, state and %oca% tax reports and returns
re1uired by any %aw or regu%ation to be "i%ed by it, inc%uding, without %imitation,
any and a%% payro%% taxes, and has either du%y paid a%% taxes, duties and charges
indicated due on the basis o" such returns and reports, or made ade1uate
pro-ision "or the payment thereo", and the assessment o" any materia% amount
o" additiona% taxes in excess o" those paid and reported is not reasonab%y
expected$
; $() $ #omp%iance with App%icab%e Laws$ The %ocation, construction, occupancy,
operation and use o" the #o%%atera% and the intended use thereo" by Borrower
comp%y with a%% app%icab%e restricti-e co-enants, :oning ordinances and
bui%ding codes, "%ood disaster %aws, app%icab%e hea%th and en-ironmenta% %aws
and regu%ations and a%% other app%icab%e %aws, statutes, ordinances, ru%es,
regu%ations, orders, determinations and court decisions (a%% o" the "oregoing
hereina"ter sometimes co%%ecti-e%y re"erred to as "App%icab%e Laws")$
Borrower has obtained a%% re1uisite :oning, uti%ity, bui%ding, hea%th and
operating permits "rom the app%icab%e >o-ernmenta% Authority$
!"#) AFFIRMATI*E CO*ENANTS AND AGREEMENTS OF (ORROWER$
<nti% the Note and a%% other ob%igations and %iabi%ities o" Borrower under this Loan
Agreement and the other Loan *ocuments are "u%%y paid and satis"ied, Borrower
co-enants and agrees with Lender as "o%%ows.
= $( $ Access to 3ecords$ Borrower sha%% maintain its boo/s and records in
accordance with genera%%y accepted accounting princip%es, app%ied on a
consistent basis, and permit Lender to -isit its properties and insta%%ations to
examine, audit and ma/e and ta/e away copies or reproductions o" Borrower0s
boo/s and records, at a%% reasonab%e times$ 5urther, Borrower sha%% "urnish
Lender with such additiona% in"ormation and statements, %ists o" assets and
%iabi%ities, tax returns, and other reports with respect to Borrower0s "inancia%
condition and business operations as Lender may re1uest "rom time to time$
= $2 $ !roceedings A""ecting Loan$ Lender may (but sha%% not be ob%igated to)
commence, appear in or de"end any action or proceeding purporting to a""ect
the Loan, the #o%%atera% or the respecti-e rights and ob%igations o" Lender and
Borrower pursuant to this Agreement$ Lender may (but sha%% not be ob%igated
to) pay a%% necessary expenses, inc%uding reasonab%e attorneys0 "ees and
expenses, incurred in connection with such proceedings or actions, which
Borrower agrees to repay to Lender upon demand$
= $4 $ 5urther Assurances$ Borrower wi%% execute such additiona% instruments as may
be re1uested by Lender in order to correct any errors or omissions in the Loan
LOAN A>3@@8@NT A !A>@ =
*ocuments, to carry out the intent o" the Loan *ocuments and to per"ect or
gi-e "urther assurances o" any o" the rights, tit%es, %iens or security interests
granted or pro-ided "or in any o" the Loan *ocuments$
= $7 $ !ayment o" Taxes$ Borrower sha%% pay and discharge when due a%% o" its
indebtedness and ob%igations, inc%uding without %imitation, a%% assessments,
taxes, go-ernmenta% charges, %e-ies and %iens, o" e-ery /ind and nature,
imposed upon Borrower or its properties, income, or pro"its, prior to the date
on which pena%ties wou%d attach, and a%% %aw"u% c%aims that, i" unpaid, might
become a %ien or charge upon any o" Borrower0s properties, income, or pro"its$
Borrower sha%% "urnish Lender with receipts o" tax statements mar/ed "!aid" to
e-idence the payment o" a%% taxes %e-ied on the #o%%atera% and the !roperty on
or be"ore thirty (4)) days prior to the date such taxes become de%in1uent$
Lender sha%% ha-e the right at any (but sha%% ha-e no ob%igation) to ta/e, in its
name or in the name o" Borrower, such action as Lender may at any time
determine to be necessary or ad-isab%e to cure any de"au%t or to protect the
rights o" Borrower or Lender thereunder$ Lender sha%% incur no %iabi%ity o" any
action so ta/en by it or in its beha%" sha%% pro-e to be inade1uate or in-a%id, and
Borrower agrees to ho%d %iabi%ity or expense (inc%uding, but not %imited to,
attorney0s "ees) incurred in connection with any such action$
= $; $ 3eporting 3e1uirements$ Borrower sha%% pro-ide Lender.
(a) As soon as possib%e and in any e-ent within two (2) days a"ter the
occurrence o" each @-ent o" *e"au%t, as de"ined herein, or each e-ent
which, with the gi-ing o" notice or %apse o" time or both, wou%d constitute
an @-ent o" *e"au%t, continuing on the date o" such statement, the written
statement o" the president o" Borrower setting "orth the detai%s o" such
@-ent o" *e"au%t or e-ent and the action which Borrower proposes to ta/e
with respect theretoG
(b) As soon as a-ai%ab%e, and in any e-ent within thirty (4)) days a"ter the end
o" each 1uarter, "inancia% statements o" Borrower, inc%uding, but not %imited
to, a ba%ance sheet and income statement o" Borrower as o" the end o" such
1uarter, a%% in "orm and substance and in reasonab%e detai% satis"actory to
Lender and du%y certi"ied by the president o" Borrower (i) as being true and
correct in a%% materia% aspects to the best o" his or her /now%edge and (ii) as
ha-ing been prepared in accordance with genera%%y accepted accounting
princip%es, consistent%y app%iedG
(c) As soon as a-ai%ab%e, and in any e-ent within ninety (D)) days a"ter the end
o" the "isca% year o" Borrower, "inancia% statements o" Borrower, inc%uding,
but not %imited to, a ba%ance sheet and income statement o" Borrower as o"
the end o" the preceding "isca% year and "i%ed "edera% and state corporate tax
returns "or the preceding year, a%% in "orm and substance and in reasonab%e
detai% satis"actory to Lender and du%y certi"ied by the president o"
Borrower (i) as being true and correct in a%% materia% aspects to the best o"
LOAN A>3@@8@NT A !A>@ ?
his or her /now%edge and (ii) as ha-ing been prepared in accordance with
genera%%y accepted accounting princip%es, consistent%y app%iedG
(d) Notice o" (i) any and a%% materia% ad-erse changes in Borrower0s "inancia%
condition, and (ii) a%% c%aims made against Borrower that cou%d materia%%y
a""ect the "inancia% condition o" BorrowerG
(e) <pon demand o" Lender, e-idence o" payment o" a%% assessments, taxes,
charges, %e-ies, %iens and c%aims on or against Borrower0s properties,
income or pro"its, and authori:e the appropriate go-ernmenta% o""icia% to
de%i-er to Lender at any time a written statement o" any assessments, taxes,
charges, %e-ies, %iens and c%aims against Borrower0s properties, income or
pro"itsG and
(") Such other in"ormation respecting the business, properties or condition or
the operations, "inancia% or otherwise, o" Borrower as Lender may "rom
time to time reasonab%y re1uest$
(g) As soon as a-ai%ab%e and in any e-ent within 4) days a"ter the end o" each
"isca% 1uarter o" 8a/er, a Cob creation report in "orm and substance
acceptab%e to !ayee$
5ai%ure by either 8a/er or the >uarantor to comp%y with the re1uirements o" any
o" the abo-e subparagraphs within sixty (=)) days a"ter the respecti-e due date
thereo" wi%% resu%t in a pena%ty in the amount o" +4)$)) per -io%ation due and
payab%e by ma/er to !ayee on demand$
!"#+ NEGATI*E CO*ENANTS$ <nti% the Note and a%% other ob%igations and
%iabi%ities o" Borrower under this Loan Agreement and the other Loan *ocuments
are "u%%y paid and satis"ied, (o,,o-e, -ill not. -it/out t/e p,io, -,itten consent
o0 Len1e,. (a) ma/e any materia% change in the nature o" its business as carried on
as o" the date hereo"G (b) %i1uidate, merge or conso%idate with or into any other
entityG (c) se%%, trans"er or otherwise dispose o" any o" its assets or properties, other
than in the ordinary course o" businessG (d) create, incur or assume any %ien or
encumbrance on any o" its assets or properties, inc%uding without %imitations, the
#o%%atera%G (e) c/an2e its a11,ess. location. name. i1entity o, co,po,ate
st,uctu,e, (") create, incur or assume any indebtedness "or borrowed money or
issue or assume any other note, debenture, bond or other e-idences o"
indebtedness, or guarantee any such indebtedness or such e-idences o"
indebtedness o" others, other than (i) borrowings "rom Lender, and (ii) borrowings
outstanding on the date hereo" and disc%osed in writing to LenderG (") permit the
sa%e or other trans"er o" any o" the ownership interest in BorrowerG or (g) permit a
change in the management o" Borrower$
!"#3 INDEMNIT&$ Borrower hereby agrees to indemni"y, de"end at its so%e cost and
expense and ho%d Lender and its successors and assigns harm%ess "rom and against
LOAN A>3@@8@NT A !A>@ B
and to reimburse Lender with respect to, any and a%% c%aims, demands, actions,
causes o" action, %osses, damages, %iabi%ities, costs and expenses (inc%uding without
%imitation attorney0s "ees and court costs) o" any and e-ery /ind o" character,
/nown or un/nown, "ixed or contingent, asserted against or incurred by Lender at
any time and "rom time to time by reason o" or arising out o" (i) the breach o" any
representation or warranty o" Borrower set "orth herein, (ii) the "ai%ure o"
Borrower, in who%e or in part, to per"orm any ob%igation re1uired in any Loan
*ocument to be per"ormed by Borrower, and (iii) the ownership, construction,
occupancy, operation, use and maintenance o" the #o%%atera%$ This indemnity
app%ies, without %imitation, to any -io%ation o" any App%icab%e @n-ironmenta% Law
and any and a%% matters arising out o" any act, omission, e-ent or circumstance
present%y existing or herea"ter arising (inc%uding without %imitation the presence on
the 3ea% !roperty or re%ease "rom the 3ea% !roperty o" ha:ardous substances or
so%id waste disposed o" or otherwise re%eased), regard%ess o" whether the act,
omission, e-ent or circumstance constituted a -io%ation o" any App%icab%e
@n-ironmenta% Law at the time o" its existence or occurrence$
!"#!# E*ENTS OF DEFA4LT AND REMEDIES$
() $( $ @-ents o" *e"au%t$ The occurrence o" any one or more o" the "o%%owing sha%%
constitute an @-ent o" *e"au%t hereunder.
(a) A "ai%ure o" Borrower to pay the principa% o" or interest on the Note as and
when the same becomes due and payab%e in accordance with the terms o"
the Note, and such "ai%ure sha%% continue "or a period o" ten (()) days a"ter
receipt o" written notice "rom Lender speci"ying such "ai%ureG pro-ided,
howe-er, that Lender sha%% be ob%igated to gi-e on%y one (() such notice in
ca%endar year and, a"ter the gi-ing o" such one notice, Lender sha%% be
entit%ed to exercise its remedies upon any subse1uent de"au%t occurring
within such ca%endar year without any re1uirement o" notice$
(b) A "ai%ure o" Borrower to per"orm any o" the co-enants, ob%igations or
agreements contained in this Agreement, the Note, the *eed o" Trust, the
Security Agreement or any o" the other Loan *ocuments, other than as set
"orth in Subsection ?$)( (a) abo-eG
(c) Any representation contained herein or in any other Loan *ocument by
Borrower or >uarantor is "a%se or mis%eading in any materia% respectG
(d) Any substantia% damage to or destruction o" the #o%%atera% sha%% occur so
that, in the opinion o" Lender, it cannot be restored or rebui%t with a-ai%ab%e
"unds to a pro"itab%e condition within a reasonab%e period o" timeG
(e) The %i1uidation, termination or disso%ution o" BorrowerG
LOAN A>3@@8@NT A !A>@ D
(") ," Borrower or any >uarantor (i) becomes inso%-ent, or ma/es a trans"er in
"raud o" creditors, or ma/es an assignment "or the bene"it o" creditors, or
admits in writing its inabi%ity to pay its debts as they become dueG (ii)
genera%%y is not paying its debts as such debts become dueG (iii) has a
recei-er or custodian appointed "or, or ta/e possession o", a%% or
substantia%%y a%% o" the assets o" such party, either in a proceeding brought
by such party or in a proceeding brought against such party and such
appointment is not discharged or such possession is not terminated within
thirty (4)) days a"ter the e""ecti-e date thereo" or such party consents to or
ac1uiesces in such appointment or possessionG (i-) "i%es a petition "or re%ie"
under the <nited States Ban/ruptcy #ode or any other present or "uture
"edera% or state inso%-ency, ban/ruptcy or simi%ar %aws (a%% o" the "oregoing
hereina"ter co%%ecti-e%y ca%%ed "App%icab%e Ban/ruptcy Law") or an
in-o%untary petition "or re%ie" is "i%ed against such party under any
App%icab%e Ban/ruptcy Law and such in-o%untary petition is not dismissed
within thirty (4)) days a"ter the "i%ing thereo", or an order "or re%ie" naming
such party is entered under any App%icab%e Ban/ruptcy Law, or any
composition, rearrangement, extension, reorgani:ation or other re%ie" o"
debtors now or herea"ter existing is re1uested or consented to by such
partyG (-) "ai%s to ha-e discharged within a period o" thirty (4)) days any
attachment, se1uestration or simi%ar writ %e-ied upon any property o" such
partyG or (-i) "ai%s to pay within thirty (4)) days any "ina% money Cudgment
against such partyG
(g) a writ or warrant o" attachment or any simi%ar petition sha%% be issued by
any court or other authority against a%% or any substantia% portion o" the
properties o" Borrower or >uarantor, or against a%% or any part o" the
#o%%atera%G
(h) The ho%der o" any %ien or security interest on the #o%%atera% (without hereby
imp%ying the consent o" Lender to the existence or creation o" a such %ien or
security interest) institutes "orec%osure or other proceedings "or the
en"orcement o" its remedies thereunderG
(i) ," any %ien granted under the Loan *ocuments becomes in-a%id,
unen"orceab%e, or is not, or ceases to be, a "irst per"ected priority %ien in
"a-or o" Lender against any asset which it is intended to encumberG
(C) ," there sha%% occur a materia% ad-erse change in the assets, %iabi%ity,
"inancia% condition or business operation o" Borrower or >uarantor$
() $( $ >enera% 3emedies o" Lender$ <pon the occurrence o" any @-ent o" *e"au%t,
Lender sha%% ha-e the right, at its option, without notice or demand upon
Borrower or any other party (except as express%y pro-ided "or herein or by
app%icab%e %aw) to do the "o%%owing. (a) dec%are the unpaid ba%ance o" the Loan
(inc%uding a%% principa% thereo" and a%% interest then accrued thereon) to be
immediate%y due and payab%eG (b) cease "urther ad-ances under the LoanG (c)
LOAN A>3@@8@NT A !A>@ ()
enter and ta/e possession o" the #o%%atera% to the exc%usion o" BorrowerG
and'or (d) en"orce or a-ai% itse%" o" any and a%% remedies pro-ided in any o" the
Loan *ocuments, at %aw or e1uity$
() $2 $ 9ai-er by Borrower$ Borrower and a%% other parties %iab%e "or the indebtedness
and ob%igations set "orth in the Note and the Loan *ocuments, hereby
express%y wai-e demand, notice o" intent to demand, presentment "or payment,
notice o" nonpayment, protest, notice o" protest, grace, notice o" dishonor,
notice o" intent to acce%erate maturity, notice o" acce%eration o" maturity, and
di%igence in co%%ection$
() $4 $ 3emedies #umu%ati-e$ A%% powers, rights and remedies o" Lender set "orth in
this Agreement sha%% be cumu%ati-e and not exc%usi-e o" any other power, right
or remedy a-ai%ab%e to Lender under this Agreement, the other Loan
*ocuments or at %aw or in e1uity to en"orce the per"ormance or obser-ance o"
the co-enants and agreements contained in this Agreement and the other Loan
*ocuments, and no de%ay or omission o" Lender to exercise any power, right or
remedy accruing to Lender sha%% impair any such power, right or remedy, or
sha%% be construed to be a wai-er o" the right to exercise any such power, right
or remedy$ @-ery power, right and remedy o" Lender set "orth in this
Agreement, the other Loan *ocuments or a""orded by %aw may be exercised
"rom time to time, and as o"ten as may be deemed expedient, by Lender$
!"#!! MISCELLANEO4S %RO*ISIONS$
(( $( $ 5orm and @xecution o" *ocuments$ @ach written instrument and Loan
*ocument re1uired by this Agreement or any o" the other Loan *ocuments to
be "urnished to Lender sha%% be "urnished to Lender in one or more copies as
re1uired by LenderG and sha%% in a%% respects be in "orm and substance
satis"actory to Lender and to its %ega% counse%$
(( $2 $ #ontro%%ing Agreement$ Notwithstanding any pro-ision to the contrary
contained in this Agreement or in any o" the other Loan *ocuments, it is
express%y pro-ided that in no case or e-ent sha%% the aggregate o" (a) a%% interest
on the unpaid ba%ance o" the Note, accrued or paid "rom the date hereo", and
(b) the aggregate o" any other amounts accrued or paid pursuant to the Note,
the *eed o" Trust, the Security Agreement or any o" the other Loan
*ocuments, which under app%icab%e %aws are or may be deemed to constitute
interest upon the Loan "rom the date hereo", e-er exceed the maximum rate o"
interest which cou%d %aw"u%%y be contracted "or, charged or recei-ed on the
unpaid principa% ba%ance o" the Loan$ ,n this connection, it is express%y
stipu%ated and agreed that it is the intent o" Borrower and Lender to contract in
strict comp%iance with the usury %aws o" the State o" Texas and o" the <nited
States "rom time to time in e""ect$ ,n "urtherance thereo", none o" the terms o"
this Agreement, the Note, the *eed o" Trust, the Security Agreement or any o"
the other Loan *ocuments sha%% e-er be construed to create a contract to pay,
as consideration "or the use, "orbearance or detention o" money, interest at a
rate in excess o" the maximum interest rate permitted to be contracted "or,
LOAN A>3@@8@NT A !A>@ ((
charged or recei-ed by the app%icab%e %aws o" the State o" Texas and the <nited
States "rom time to time in e""ect$ Borrower or the >uarantor or other parties
now or herea"ter becoming %iab%e "or payment o" the Loan sha%% ne-er be %iab%e
"or interest in excess o" the maximum rate that may be %aw"u%%y contracted "or
or charged under the %aws o" the State o" Texas and o" the <nited States "rom
time to time in e""ect$ ," under any circumstances the aggregate amounts paid
on the Loan inc%ude amounts which by %aw are deemed interest which wou%d
exceed the maximum amount o" interest which cou%d %aw"u%%y ha-e been
contracted "or, charged or recei-ed on the Loan, Borrower stipu%ates that such
amounts wi%% be deemed to ha-e been paid as a resu%t o" an error on the part o"
both Borrower and Lender, and the party recei-ing such excess payment sha%%
prompt%y, upon disco-ery o" such error or upon notice thereo" "rom the party
ma/ing such payment, re"und the amount o" such excess or at Lender0s option,
credit such excess against the unpaid principa% ba%ance o" the Loan$ ,n
addition, a%% sums paid or agreed to be paid to the ho%der or ho%ders o" the
Loan "or the use, "orbearance, or detention o" the Loan sha%%, to the extent
permitted by app%icab%e %aw, be amorti:ed, prorated, a%%ocated and spread
throughout the "u%% term o" the Loan$ The pro-isions o" this paragraph sha%%
contro% a%% other pro-isions hereo" and o" a%% agreements, whether now or
herea"ter existing and whether written or ora%, between Borrower and Lender$
(( $4 $ Se-erabi%ity$ ,n the e-ent any pro-ision o" this Loan Agreement is dec%ared or
adCudged to be unen"orceab%e or un%aw"u%, then such unen"orceab%e or un%aw"u%
pro-ision sha%% be excised there"rom, and the remainder o" this Loan Agreement
so a""ected, together with a%% rights and remedies granted thereby, sha%%
continue and remain in "u%% "orce and e""ect as though such un%aw"u% or
unen"orceab%e pro-ision had ne-er been contained therein$
(( $7 $ No 9ai-er$ No course o" dea%ing between Lender and Borrower, nor any
de%ay on the part o" Lender in exercising any rights hereunder or under any o"
the other Loan *ocuments, nor any "ai%ure o" Lender at any time to en"orce
any pro-ision o" this Agreement or any o" the other Loan *ocuments, sha%%
operate as a wai-er o" any rights o" Lender, except to the extent, i" any,
express%y wai-ed in writing by Lender$ Lender sha%% ha-e the right at any and
a%% times, without any prior notice to any person, to en"orce strict comp%iance
with a%% o" the pro-isions hereo" and the other Loan *ocuments,
notwithstanding any such prior course o" dea%ing or "orbearance$
(( $; $ Notices$ Any notice, re1uest or other communication re1uired or permitted to
be gi-en hereunder sha%% be in writing and sha%% be deemed to ha-e been gi-en
when persona%%y de%i-ered by hand de%i-ery or when deposited in a post o""ice
or o""icia% depository o" the <nited States !osta% Ser-ice, postage prepaid,
certi"ied or registered mai%, return receipt re1uested, addressed to the
respecti-e parties as "o%%ows.
," to the Borrower. Borrower Name
!hysica% Address
EEE#ity, T& ?&&&&
LOAN A>3@@8@NT A !A>@ (2
Attn. Borrower Name(s)
," to the Lender. EEE #ommunity *e-e%opment 5inancia% ,nstitution
!hysica% Address
EEE#ity, Texas ?&&&&
Attn. @xecuti-e *irector
@ach o" the parties hereto sha%% be entit%ed to speci"y a di""erent address by
gi-ing written notice to the other party hereto in accordance with this section$
(( $= $ #ounterparts$ This Agreement may be executed simu%taneous%y in any number
o" counterparts, each o" which when so executed and de%i-ered sha%% be an
origina%, but such counterparts sha%% together constitute one and the same
instrument$
(( $? $ !ayment o" 5ees and @xpenses$ Borrower sha%% pay a%% costs and expenses
(inc%uding, without %imitation, reasonab%e attorneys0 "ees) in connection with (i)
the preparation o" this Loan Agreement and the other Loan *ocuments, and
any and a%% extensions, renewa%s, amendments, supp%ements, extensions or
modi"ications thereo", (ii) any action re1uired in the course o" administration o"
the indebtedness and ob%igations e-idenced by the Loan *ocuments, and (iii)
any action in the en"orcement o" Lender0s rights upon the occurrence o" an
@-ent o" *e"au%t$
(( $B $ !rincip%es o" #onstruction$ ,n this Agreement, the singu%ar number sha%%
inc%ude the p%ura% and -ice -ersa$ A%% pronouns sha%% inc%ude mascu%ine,
"eminine and neuter gender, as appropriate, regard%ess o" gender used$ Tit%es
o" artic%es and sections are "or con-enience on%y and sha%% not %imit the
app%icabi%ity o" any pro-ision$
(( $D $ >OH@3N,N> LA9 AN* H@N<@$ TI,S A>3@@8@NT, TI@ OTI@3
LOAN *O#<8@NTS AN* TI@ 3,>ITS AN* OBL,>AT,ONS O5 TI@
!A3T,@S I@3@<N*@3 AN* TI@3@<N*@3 SIALL B@ >OH@3N@*
BJ AN* #ONST3<@* AN* ,NT@3!3@T@* ,N A##O3*AN#@ 9,TI
TI@ LA9S O5 TI@ STAT@ O5 T@&AS AN* A!!L,#ABL@ 5@*@3AL
LA9$ <NL@SS OTI@39,S@ I@3@,N !3OH,*@*, ALL !AJ8@NTS
AN* !@35O38AN#@S 3@K<,3@* I@3@<N*@3 SIALL B@ !A,* O3
!@35O38@* ,N T3AH,S #O<NTJ, T@&AS$
(( $() $ 5,NAL A>3@@8@NT$ TI,S 93,TT@N A>3@@8@NT AN* TI@ OTI@3
LOAN *O#<8@NTS 3@!3@S@NT TI@ 5,NAL A>3@@8@NT
B@T9@@N TI@ !A3T,@S 9,TI 3@S!@#T TO TI@ 8ATT@3S
#ONTA,N@* I@3@,N AN* 8AJ NOT B@ #ONT3A*,#T@* BJ
@H,*@N#@ O5 !3,O3, #ONT@8!O3AN@O<S O3 S<BS@K<@NT
O3AL A>3@@8@NTS O5 TI@ !A3T,@S$ TI@3@ A3@ NO <N93,TT@N
A>3@@8@NTS B@T9@@N TI@ !A3T,@S$
LOAN A>3@@8@NT A !A>@ (4
@&@#<T@* this EEEE day o" 8onth 2)&&$
LENDER5
EEEEE #ommunity *e-e%opment 5inancia% ,nstitution,
a Texas Non!ro"it #orporation
By. EEEEEEEEEEEEEEEEEEEEEEEEEEEEEE
EEEEEEE, !resident
(ORROWER5
Borrower Name,
a Texas Ownership Structure
By. EEEEEEEEEEEEEEEEEEEEEEEEEEEEE
Borrower Name
By. EEEEEEEEEEEEEEEEEEEEEEEEEEEEE
Borrower Name
LOAN A>3@@8@NT A !A>@ (7