LOAN AGREEMENT
DATED: ________
BETWEEN:
________
of the following address:
________
(the 'Lender')
- AND -
________
of the following address:
________
(the 'Borrower')
- AND -
________
of the following address:
________
(the 'Guarantor')
OPERATIVE PROVISIONS:
(1) DEFINITIONS
In this agreement the following terms are defined as follows:
'Agreement' means this loan agreement.
'Business Day' means a day that is not a Saturday, Sunday, public holiday or bank holiday in the State of New South Wales.
'Commencement Date' means the earlier date of the date this Agreement is executed by the parties or the date that the Loan Principal is advanced to the Borrower.
'First Payment Date' means ________.
'Interest Rate' means ________% (________ percent) per annum.
'Loan Principal' means the amount provided by the Lender at the direction of the Borrower in the amount of $________ (________).
'Default Interest' means a rate which is 3% (three percent) per annum in excess of the applicable Interest Rate under this Agreement.
'Guarantor' means any person who has guaranteed the performance of the Borrower's obligations under this Agreement and includes the following person:
________
'Material Adverse Change' means any change in circumstances of the Borrower that the party knows, or should know, will materially affect its capacity to perform its obligations under this agreement.
'Outstanding Amount' means the total of the Loan Principal together with any interest accrued, costs, and any other amounts owing to the Lender under this Agreement.
'Repayment Date' means the First Payment Date and the same day of each subsequent week thereafter, until the Outstanding Amount is paid in full.
(2) THE LOAN
At the request of the Guarantor, the Lender agrees to advance to the Borrower the Loan Principal on the terms of this agreement.
(3) INTEREST AND REPAYMENT
(a) The Borrower shall pay the Outstanding Amount to the Lender in instalments, with each instalment due on or before each Repayment Date.
(b) Interest shall be payable by the Borrower on the Loan Amount, at the rate of ________% per annum (based on a 365 day year) compounded weekly.
(c) The Borrower shall make payment of fixed weekly instalments, each calendar week, for the period of ________ weeks or until the entire Outstanding Amount is paid in full. Each instalment shall be in the amount of $________ ("Instalment Amount").
(d) If any amount remains outstanding after ________ weeks then the Borrower shall continue making weekly payments of the Instalment Amount on or before each Repayment Date until the Outstanding Amount is fully repaid, except that the final payment shall be adjusted to reflect the exact amount outstanding if it is less than the Instalment Amount.
(e) The Borrower may repay the whole of the Outstanding Amount then outstanding at any time upon providing notice of its intention to do so to the other parties and receiving the consent of the Lender to such early repayment.
(f) Any payment made by the Borrower shall be applied by the Lender in the following order:
(I) firstly, towards the payment of any accrued interest;
(II) secondly, towards any costs, expenses or fees accrued in relation to this Agreement;
(III) thirdly, towards the Loan Principal; and
(IV) fourthly, as a prepayment towards future payments due in accordance with this Agreement.
(4) BORROWER'S UNDERTAKINGS
The Borrower provides the following undertakings to the Lender:
(a) to make no counter-claim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(b) to provide notice to the Lender of any Event of Default or Material Adverse Change.
(5) EVENT OF DEFAULT
(a) Each of the following events shall constitute an Event of Default:
(I) failure by the Borrower to comply with any of the covenants or obligations express or implied in this agreement;
(II) failure by the Borrower in the due and punctual payment of any money as payment falls due under this agreement;
(III) the Borrower, being a trustee at the Commencement Date of this agreement, ceases to be the trustee;
(IV) the Borrower being a corporation at the Commencement Date of this agreement goes into liquidation or experiences a Material Adverse Change;
(V) the Borrower being a natural person at the Commencement Date of this agreement becomes bankrupt, subject to a debt agreement or personal insolvency agreement;
(VI) the Borrower breaches any law regulation, judgment, or administrative decision or decree, in circumstances where the Lender reasonably believes that breach will have an adverse effect on the Borrower's ability to meet its obligations under this agreement.
(b) In the event that any one or more Events of Default shall occur, the Lender may, by notice in writing, require the Borrower to immediately repay the Outstanding Amount.
(6) DEFAULT INTEREST
(a) Where the Borrower fails to make payment of any money due under this agreement on the date it falls due for payment, Default Interest shall accrue in relation to those overdue amounts.
(b) The Default Interest shall continue to accrue in relation to the overdue amount until the Borrower makes payment of the overdue amount together with any interest owing (including the Default Interest) in relation to that amount.
(c) The Borrower agrees as an independent obligation not merging in any judgment, to pay interest on any judgment or order for the payment of all or any part of the money secured at either the rate payable under the judgment or at the Default Interest rate, whichever is greater.
(7) GUARANTEE AND INDEMNITY
(a) In consideration of the Lender providing the Loan Amount to the Borrower, the Guarantor agrees to guarantee to the Lender the due and punctual performance by the Borrower of its obligations under this Agreement including the due and punctual payment of the Outstanding Sum.
(b) Where an Event of Default occurs or is committed by any Borrower, the Guarantor must:
(I) pay on demand any Outstanding Amount as directed by the Lender; and
(II) indemnify the Lender against any losses, liabilities or expenses (including legal costs and expenses on a full indemnity basis) that the Lender suffers or incurs (whether directly or indirectly) as a result of the Event of Default.
(c) The Guarantor's obligations shall be enforceable against the Guarantor without any obligation on the Lender to pursue any alternative remedy it may have against the Borrower.
(d) The Guarantor's obligations in this Agreement are continuing and shall survive the termination of this Agreement.
(e) The Guarantor shall unconditionally and irrevocably indemnify each Lender against all losses, expenses or liabilities incurred in connection with the negotiation, administration, enforcement or the giving of a financial accommodation to the Borrower.
(8) 8855855 888 8822585885588
(c) 822 222882 25 8222528852822 825252 22 82 2552 82 52852822 22 2588 525222222 2582 82 82 8582822 525 528882525 22 252 5555288 822882825 58 252 5555288 22 252 52828522 25522 82 222 22 252 228828822 2225258:
(a) 82 22582258 52888252;
(b) 82 25582552 25 5228822525 2282.
(d) 552 8258882 22 522 222882 25 8222528852822 85588 82 25222 58 222282882:
(a) 82 252 8582 22 22582258 52888252, 5222 252 52828522 25522'8 5282822 22 82; 25
(b) 82 252 8582 22 52888252 82 25582552 25 5228822525 2282, 252 2558825 22 252 52828522 25522'8 5282822 22 82 525 252 25855 85882288 852 52225 2588822 82.
(e) 8 222882 82 8582822 2522 252 222525 525 882225 82 52 5525258825 52252822252882 85588 8228282522 25825 25882 25222 22 252 85282525822 822522, 82225282 28822 525 522 22525 82828 25 2228 2525882 82 252 82552825.
(9) GENERAL MATTERS
(c) Waiver: The exercise of any right or power under this Agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right or remedy shall not prevent its exercise. Nor shall a partial exercise of any right or power prevent a further exercise of that right or power.
(d) Amendments: No amendment to this Agreement shall be valid unless in writing and validly executed by the parties.
(e) No Assignment: This Agreement shall be binding upon the parties' respective successors and lawful assigns, provided that a party may only assign its rights or obligations under this Agreement with the written consent of the other party.
(f) Severability: If any provision of this Agreement is declared illegal or otherwise invalid or unenforceable, that provision shall be severed to the extent of that illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement.
(g) Counterparts: This Agreement may be signed by the parties in any number of counterparts, each of which when executed and delivered shall be taken to be a duplicate original and all counterparts together shall be taken as constituting a single original document.
(h) No Agency: Nothing in this Agreement shall be read as constituting or creating any partnership, joint venture or similar relationship between the parties.
(10) GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, including any courts that hear appeals from those courts.
(11) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties relating to the subject matter of this document and shall replace all previous discussions, agreements or understandings between the parties relating to the subject matter of this document.
(12) INTERPRETATION
In the interpretation of this Agreement:
(a) words which denote the singular number shall include the plural (where relevant) and vice versa;
(b) words which refer to an individual or person shall include bodies corporate or corporations;
(c) words denoting one gender shall include all other genders;
(d) grammatical forms of defined words or phrases will have the corresponding meaning;
(e) if the day on which any act is to be done is a Saturday, Sunday or a public holiday in the place in which the act is to be done, then it must be done on the next day;
(f) references to any party are intended to bind that party's executors, administrators and any permitted transferees;
(g) an obligation which binds more than one party binds them jointly and each of them severally; and
(h) headings are for convenience and do not affect the interpretation of this Agreement.
EXECUTED AS AN AGREEMENT ON THE FOLLOWING DATE:
________/________/________
LENDER EXECUTION:
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
BORROWER EXECUTION:
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
GUARANTOR EXECUTION:
IMPORTANT NOTE TO GUARANTOR
By signing this document the guarantor (you) agree to pay money or meet the obligations of the Borrower should they fail to make the due and punctual payment of any money owing under this Loan Agreement. The signing of this guarantee may pose a financial risk and you should read this Loan Agreement carefully, and seek such independent legal/financial advice as you deem appropriate prior to signing this guarantee.
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
LOAN AGREEMENT
DATED: ________
BETWEEN:
________
of the following address:
________
(the 'Lender')
- AND -
________
of the following address:
________
(the 'Borrower')
- AND -
________
of the following address:
________
(the 'Guarantor')
OPERATIVE PROVISIONS:
(1) DEFINITIONS
In this agreement the following terms are defined as follows:
'Agreement' means this loan agreement.
'Business Day' means a day that is not a Saturday, Sunday, public holiday or bank holiday in the State of New South Wales.
'Commencement Date' means the earlier date of the date this Agreement is executed by the parties or the date that the Loan Principal is advanced to the Borrower.
'First Payment Date' means ________.
'Interest Rate' means ________% (________ percent) per annum.
'Loan Principal' means the amount provided by the Lender at the direction of the Borrower in the amount of $________ (________).
'Default Interest' means a rate which is 3% (three percent) per annum in excess of the applicable Interest Rate under this Agreement.
'Guarantor' means any person who has guaranteed the performance of the Borrower's obligations under this Agreement and includes the following person:
________
'Material Adverse Change' means any change in circumstances of the Borrower that the party knows, or should know, will materially affect its capacity to perform its obligations under this agreement.
'Outstanding Amount' means the total of the Loan Principal together with any interest accrued, costs, and any other amounts owing to the Lender under this Agreement.
'Repayment Date' means the First Payment Date and the same day of each subsequent week thereafter, until the Outstanding Amount is paid in full.
(2) THE LOAN
At the request of the Guarantor, the Lender agrees to advance to the Borrower the Loan Principal on the terms of this agreement.
(3) INTEREST AND REPAYMENT
(a) The Borrower shall pay the Outstanding Amount to the Lender in instalments, with each instalment due on or before each Repayment Date.
(b) Interest shall be payable by the Borrower on the Loan Amount, at the rate of ________% per annum (based on a 365 day year) compounded weekly.
(c) The Borrower shall make payment of fixed weekly instalments, each calendar week, for the period of ________ weeks or until the entire Outstanding Amount is paid in full. Each instalment shall be in the amount of $________ ("Instalment Amount").
(d) If any amount remains outstanding after ________ weeks then the Borrower shall continue making weekly payments of the Instalment Amount on or before each Repayment Date until the Outstanding Amount is fully repaid, except that the final payment shall be adjusted to reflect the exact amount outstanding if it is less than the Instalment Amount.
(e) The Borrower may repay the whole of the Outstanding Amount then outstanding at any time upon providing notice of its intention to do so to the other parties and receiving the consent of the Lender to such early repayment.
(f) Any payment made by the Borrower shall be applied by the Lender in the following order:
(I) firstly, towards the payment of any accrued interest;
(II) secondly, towards any costs, expenses or fees accrued in relation to this Agreement;
(III) thirdly, towards the Loan Principal; and
(IV) fourthly, as a prepayment towards future payments due in accordance with this Agreement.
(4) BORROWER'S UNDERTAKINGS
The Borrower provides the following undertakings to the Lender:
(a) to make no counter-claim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(b) to provide notice to the Lender of any Event of Default or Material Adverse Change.
(5) EVENT OF DEFAULT
(a) Each of the following events shall constitute an Event of Default:
(I) failure by the Borrower to comply with any of the covenants or obligations express or implied in this agreement;
(II) failure by the Borrower in the due and punctual payment of any money as payment falls due under this agreement;
(III) the Borrower, being a trustee at the Commencement Date of this agreement, ceases to be the trustee;
(IV) the Borrower being a corporation at the Commencement Date of this agreement goes into liquidation or experiences a Material Adverse Change;
(V) the Borrower being a natural person at the Commencement Date of this agreement becomes bankrupt, subject to a debt agreement or personal insolvency agreement;
(VI) the Borrower breaches any law regulation, judgment, or administrative decision or decree, in circumstances where the Lender reasonably believes that breach will have an adverse effect on the Borrower's ability to meet its obligations under this agreement.
(b) In the event that any one or more Events of Default shall occur, the Lender may, by notice in writing, require the Borrower to immediately repay the Outstanding Amount.
(6) DEFAULT INTEREST
(a) Where the Borrower fails to make payment of any money due under this agreement on the date it falls due for payment, Default Interest shall accrue in relation to those overdue amounts.
(b) The Default Interest shall continue to accrue in relation to the overdue amount until the Borrower makes payment of the overdue amount together with any interest owing (including the Default Interest) in relation to that amount.
(c) The Borrower agrees as an independent obligation not merging in any judgment, to pay interest on any judgment or order for the payment of all or any part of the money secured at either the rate payable under the judgment or at the Default Interest rate, whichever is greater.
(7) GUARANTEE AND INDEMNITY
(a) In consideration of the Lender providing the Loan Amount to the Borrower, the Guarantor agrees to guarantee to the Lender the due and punctual performance by the Borrower of its obligations under this Agreement including the due and punctual payment of the Outstanding Sum.
(b) Where an Event of Default occurs or is committed by any Borrower, the Guarantor must:
(I) pay on demand any Outstanding Amount as directed by the Lender; and
(II) indemnify the Lender against any losses, liabilities or expenses (including legal costs and expenses on a full indemnity basis) that the Lender suffers or incurs (whether directly or indirectly) as a result of the Event of Default.
(c) The Guarantor's obligations shall be enforceable against the Guarantor without any obligation on the Lender to pursue any alternative remedy it may have against the Borrower.
(d) The Guarantor's obligations in this Agreement are continuing and shall survive the termination of this Agreement.
(e) The Guarantor shall unconditionally and irrevocably indemnify each Lender against all losses, expenses or liabilities incurred in connection with the negotiation, administration, enforcement or the giving of a financial accommodation to the Borrower.
(8) 8855855 888 8822585885588
(c) 822 222882 25 8222528852822 825252 22 82 2552 82 52852822 22 2588 525222222 2582 82 82 8582822 525 528882525 22 252 5555288 822882825 58 252 5555288 22 252 52828522 25522 82 222 22 252 228828822 2225258:
(a) 82 22582258 52888252;
(b) 82 25582552 25 5228822525 2282.
(d) 552 8258882 22 522 222882 25 8222528852822 85588 82 25222 58 222282882:
(a) 82 252 8582 22 22582258 52888252, 5222 252 52828522 25522'8 5282822 22 82; 25
(b) 82 252 8582 22 52888252 82 25582552 25 5228822525 2282, 252 2558825 22 252 52828522 25522'8 5282822 22 82 525 252 25855 85882288 852 52225 2588822 82.
(e) 8 222882 82 8582822 2522 252 222525 525 882225 82 52 5525258825 52252822252882 85588 8228282522 25825 25882 25222 22 252 85282525822 822522, 82225282 28822 525 522 22525 82828 25 2228 2525882 82 252 82552825.
(9) GENERAL MATTERS
(c) Waiver: The exercise of any right or power under this Agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right or remedy shall not prevent its exercise. Nor shall a partial exercise of any right or power prevent a further exercise of that right or power.
(d) Amendments: No amendment to this Agreement shall be valid unless in writing and validly executed by the parties.
(e) No Assignment: This Agreement shall be binding upon the parties' respective successors and lawful assigns, provided that a party may only assign its rights or obligations under this Agreement with the written consent of the other party.
(f) Severability: If any provision of this Agreement is declared illegal or otherwise invalid or unenforceable, that provision shall be severed to the extent of that illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement.
(g) Counterparts: This Agreement may be signed by the parties in any number of counterparts, each of which when executed and delivered shall be taken to be a duplicate original and all counterparts together shall be taken as constituting a single original document.
(h) No Agency: Nothing in this Agreement shall be read as constituting or creating any partnership, joint venture or similar relationship between the parties.
(10) GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, including any courts that hear appeals from those courts.
(11) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties relating to the subject matter of this document and shall replace all previous discussions, agreements or understandings between the parties relating to the subject matter of this document.
(12) INTERPRETATION
In the interpretation of this Agreement:
(a) words which denote the singular number shall include the plural (where relevant) and vice versa;
(b) words which refer to an individual or person shall include bodies corporate or corporations;
(c) words denoting one gender shall include all other genders;
(d) grammatical forms of defined words or phrases will have the corresponding meaning;
(e) if the day on which any act is to be done is a Saturday, Sunday or a public holiday in the place in which the act is to be done, then it must be done on the next day;
(f) references to any party are intended to bind that party's executors, administrators and any permitted transferees;
(g) an obligation which binds more than one party binds them jointly and each of them severally; and
(h) headings are for convenience and do not affect the interpretation of this Agreement.
EXECUTED AS AN AGREEMENT ON THE FOLLOWING DATE:
________/________/________
LENDER EXECUTION:
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
BORROWER EXECUTION:
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
GUARANTOR EXECUTION:
IMPORTANT NOTE TO GUARANTOR
By signing this document the guarantor (you) agree to pay money or meet the obligations of the Borrower should they fail to make the due and punctual payment of any money owing under this Loan Agreement. The signing of this guarantee may pose a financial risk and you should read this Loan Agreement carefully, and seek such independent legal/financial advice as you deem appropriate prior to signing this guarantee.
Executed by ________:
____________________________________
Please Sign Here
____________________________________
Witness Signature
____________________________________
Witness Name (Please Print)
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