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Terms & Conditions for A Child Waits Term Loan Representations
In order to induce A Child
Waits Foundation (“Lender”) to enter into this Agreement and to make a Term
Loan, not to exceed five (5) years, pursuant to Lender’s Promissory Note,
Borrower makes the following representations and warranties to Lender, each
and of all which shall survive the execution and delivery of this Application
and Term Loan Agreement. Purpose.
The Borrower agrees that the
sole purpose for entering into this Term Loan Agreement and assuming the
obligation of the Promissory Note is to facilitate the adoption of a child or
children and that the funds borrowed will be used exclusively for the costs
associated with adoption. Such costs
may include adoptions fees, medical costs, license fees, necessary travel
expenses to bring the child or children back home. Documents. The Borrower has provided to Lender (a) a
true and complete copy of the appropriate INS approval required for adoption
certification; (b) a true and complete copy of the Home Study Report,
required for adoption, and (c) true and complete copies of Federal income tax
returns for the last two calendar (or fiscal) years. Liability. No action or proceeding now pending or, to
the knowledge of Borrower, is threatened against Borrower in equity or
otherwise, before any court, board, commission, agency or instrumentality of
the Federal or any State government of any municipal government or any agency
or subdivision thereof including, without limitation, bankruptcy, receivership,
mechanic or other liens or personal tort or contractual liability. Covenants
Borrower represents,
warrants and covenants that, so long as Borrower shall have any obligation to
Lender hereunder, Borrower will (a) not default in the payment of this Term Loan
or any other material debt; (b) not incur any debt, obligation or liability,
other than for ordinary living expenses, which puts payment of this Term Loan
at risk, without prior written consent from the Lender. Rights of Lender
Events of Default. If any of the following events
shall occur and be continuing: (a) failure of Borrower to pay any installment
of interest or principal on the Term Loan on the date the same is due and
such failure is not remedied within 10 days of the date same is due; or (b)
any representation or warranty made by Borrower in this Agreement or in any
certificate, agreement instrument or statement contemplated by or made or
delivered pursuant to or in connection with this Agreement shall prove to
have been incorrect or untrue in any material respect when made or on and as
of any date on which Borrower has any |
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obligation to Lender
hereunder; or (c) Borrower shall fail to observe or perform any other term,
covenant or agreement contained in this Agreement on its part to be performed
or observed; or (d) Borrower shall be adjudicated a bankrupt or become
insolvent, or admit in writing its inability to pay debts as they mature, or
make the assignment for the benefit of creditors or similar proceedings,
then, and in any such event and while such event is continuing, Lender may
declare any of all obligations of Borrower to Lender, including obligations
arising under the Promissory Note, immediately due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived. Indemnification. Borrower hereby agrees to
indemnify, defend and hold Lender harmless from and against any and all
claims, charges, actions, suits, proceedings, lawsuits, obligations,
liabilities, fines, penalties, costs and expenses, including, but not limited
to reasonable attorney’s fees, in connection with the collection or recovery
of any obligation hereunder, unless the foregoing is the result of a Lender
material breach of this Agreement, gross negligence or willful
misconduct. The obligations and
provisions of this paragraph shall continue and remain in full force and
effect after the obligation of Borrower under this Agreement have been paid
and discharged in full and this Agreement is otherwise terminated. General Provisions
Delay. No delay or failure on the part of Lender
in exercising any right, privilege, remedy or option hereunder shall operate
as a waiver of such or of any other right, privilege, remedy or options, and
no waiver whatever shall be valid unless in writing and signed by an officer
of Lender, and then only to the extent therein set forth. Complete Agreement. This Agreement, the Promissory
Note, and any other agreements to which they refer constitute agreement between
the parties with respect to the subject matter, and may not be changed,
modified, amended or terminated orally, but only by a writing signed by the
party to be charged. Waiver. Borrower waives presentment, protest, and
notice of dishonor and notice of protest upon any instrument on which it may
be liable to Lender as maker, endorser, and guarantor or otherwise. Validity. The Agreement has been made and executed
and is to be performed in the State of Assignment. Lender may assign any of all of its rights
hereunder in whole or in part. Notification. Whenever this Agreement provides for notice
to any party, it shall be given by messenger, telegram, or mail (registered
or certified, return receipt requested), effective when received by the party
to whom addressed, and shall be addressed as follows or to such other address
as the party affected may hereafter designate by notice given as provided
herein: |
A Child Waits Foundation
In agreement whereof the Borrower hereto executes this application and
agreement on the day and year below written:
Borrowers Dated
Printed
Upon acceptance of this agreement by Lender, a copy of this application
executed by an officer of Lender will be returned to the Borrower.
Lenders Dated
Printed
Acknowledgment
STATE OF ______________ )
)
ss.:
COUNTY
OF ____________)
On
the ____ day of _________ in the year 200__, before me, the undersigned,
personally appeared ____________________ personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
_______________________________
Notary Public
My Commission Expires:
Acknowledgment
STATE OF ______________ )
)
ss.:
COUNTY
OF ____________ )
On
the ____ day of _________ in the year 200_, before me, the undersigned,
personally appeared ____________________ personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
_______________________________
Notary Public
My Commission Expires: