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picture1_Agreement Sample 201476 | Interest Free Loan Agreement


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File: Agreement Sample 201476 | Interest Free Loan Agreement
interest free loan agreement this loan agreement dated as of april 2012 this agreement is made by and between citizens of the world charter schools a california nonprofit public benefit ...

icon picture PDF Filetype PDF | Posted on 10 Feb 2023 | 2 years ago
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                                                INTEREST FREE LOAN AGREEMENT 
                                                                           
                          This Loan Agreement, dated as of April __, 2012 (this “Agreement”) is made by and 
                  between Citizens of the World Charter Schools, a California nonprofit public benefit corporation 
                  (the “Lender”), and Citizens of the World Charter Schools - Los Angeles, a California nonprofit 
                  public benefit corporation (the “Borrower”). 
                          The Lender has agreed to make a loan of $450,000 to Borrower (the “Loan”) subject to 
                  the terms, covenants and conditions set forth in this Agreement.  Accordingly, for valuable 
                  consideration, the receipt and sufficiency of which are acknowledged, the Lender  and  the 
                  Borrower agree as follows: 
                  1.      Definitions.  Certain capitalized terms used in this Agreement are defined on the attached 
                  Schedule of Definitions.   
                  2.      The Loan.   
                          (a)      Purpose.  The proceeds of the Loan shall be used in furtherance of the Borrower’s 
                  tax-exempt educational and charitable purposes, and shall not inure to the benefit of any private 
                  shareholder or individual within the meaning of section 501(c)(3) of the Code.  Specifically, the 
                  proceeds of the Loan shall be used for the development of, and start-up costs related to, the new 
                  Citizens of the World school expected to open in the Silver Lake neighborhood of Los Angeles. 
                          (b)      Interest.  The outstanding principal balance of the Loan shall bear no interest.  
                  Accrued interest, if any, shall be payable in arrears on the last day of each Interest Period, and on 
                  the Termination Date. 
                          (c)      Principal Payments.  The unpaid principal balance of the Loan shall be due and 
                  payable in full on the Termination Date. 
                          (d)      Prepayment.  The Loan may be prepaid in whole or in part at any time without a 
                  premium or penalty.  Loan repayments and prepayments may not be reborrowed. 
                          (e)      Default.  If an Event of Default occurs under the applicable Loan Documents, and 
                  while such Event of Default is continuing, the interest rate on the outstanding Loan amount may 
                  be increased by 2.00% above the rate otherwise in effect. 
                          (f)      Late Charge.  The Lender may assess a late charge for any payment due under the 
                  Loan Documents that is fifteen days or more past due in the amount of 5% of such past due 
                  payment. 
                  3.      Conditions to Funding of the Loan.  The Loan shall be fully funded within 5 Business 
                  Days of the date of this Agreement, subject to the following conditions precedent: 
                          (a)      No Defaults.  No Default shall be continuing. 
                          (b)      Representations.  All representations and warranties of the Borrower contained in 
                  this Agreement or any Loan Document shall be true and correct in all material respects.  
                  79208.000002 EMF_US 39736866v1                         1 
                  4.      Representations and Warranties.  In order to induce the Lender to make the Loan to the 
                  Borrower, the Borrower represents and warrants as follows: 
                          (a)      Legal Existence.  The Borrower is a nonprofit public benefit corporation duly 
                  formed, validly existing and in good standing under the laws of the State of California. 
                          (b)      Tax-Exempt Status.  The Borrower qualifies for exemption from federal income 
                  taxation pursuant to section 501(c)(3) of the Code.  The Borrower qualifies for exemption from 
                  California state income taxation pursuant to section 23701d of the California Revenue and 
                  Taxation Code. 
                          (c)      Execution of Documents.  The Borrower has the power and has taken all of the 
                  necessary actions to execute, deliver and perform the terms of the Loan Documents.  When 
                  executed and delivered, the Loan Documents will be binding obligations of the  Borrower, 
                  enforceable in accordance with their terms and will not violate any provisions of law or conflict 
                  with, result in a breach of or constitute a default under the organizational documents of the 
                  Borrower or under any other agreement to which the Borrower is a party. 
                          (d)      Compliance with Laws.  The Borrower is in compliance in all material respects 
                  with all federal, state and local laws, regulations and ordinances, including but not limited to 
                  environmental laws and regulations. 
                          (e)      Debt.  The Borrower is not in default with respect to any debt. 
                  5.      Covenants.  In consideration of the Loan, the Borrower covenants and agrees that, unless 
                  the Lender otherwise consents in writing: 
                          (a)      Notices.  The  Borrower  shall furnish to the Lender  prompt written notice of 
                  (1) the occurrence of each Default or an Event of Default, or (2) the institution of any material 
                  litigation concerning the Borrower. 
                          (b)      Compliance with Laws.  The Borrower shall comply with all applicable laws and 
                  regulations (including, without limitation, environmental laws and regulations) and shall timely 
                  pay all due and payable taxes, assessments or governmental charges lawfully levied or imposed 
                  on or against it or any of its properties.   
                  6.      Default.  Upon the occurrence of an Event of Default, any obligation of the Lender to 
                  make the Loan shall terminate and the Lender, at its option, by written notice to the Borrower, 
                  may declare all Indebtedness to the Lender to be immediately due and payable. 
                  7.      Miscellaneous. 
                          (a)      Notices.  All notices, requests, demands or other communications provided for in 
                  this Agreement or any other Loan Document shall be in writing and shall be delivered by hand, 
                  sent prepaid by a recognized overnight delivery service or sent by the United States mail, 
                  certified, postage prepaid, return receipt requested, to the Lender at 5731 Wilshire Boulevard, 
                  Suite 210, Los Angeles, California 90036, or to the Borrower at 5731 Wilshire Boulevard, Suite 
                  210, Los Angeles, California 90036 with a copy to Ofer Lion at Hunton & Williams LLP, 550 
                  79208.000002 EMF_US 39736866v1                         2 
                 South Hope Street, Suite 2000, Los Angeles, California 90071-2627, or at such other address as 
                 may be specified by a party in a written notice given to the other party. 
                          (b)     Successors and Assigns.  This Agreement will be binding upon and inure to the 
                 benefit of the Lender and the Borrower, and their respective successors and assigns, provided 
                 that the Borrower may not assign or transfer its rights under this Agreement.  The Lender may, at 
                 any time, sell, transfer or assign the Note and any Loan Documents, and any or all servicing 
                 rights with respect thereto. 
                          (c)     Waiver.  The rights of the Lender under this Agreement and the other Loan 
                 Documents shall be in addition to all other rights provided by law.  No waiver of any provision 
                 of this Agreement, or any other Loan Document, shall be effective unless in writing, and no 
                 waiver shall extend beyond the particular purpose involved.  No waiver in any one case shall 
                 require the Lender to give any subsequent waivers. 
                          (d)     Third Parties; Benefit; Miscellaneous.  All conditions to the Lender’s obligation 
                 to make the Loan are imposed solely for the benefit of the Lender and its successors, assigns and 
                 participants, and no other person shall be deemed to be a beneficiary of such conditions or be 
                 entitled to require satisfaction of such conditions in accordance with their terms or to assume that 
                 the  Lender  will require strict compliance therewith.  The terms and provisions of this 
                 commitment are for the benefit of the parties hereto and no other person shall have any right or 
                 cause of action on account thereof.   
                          (e)     Sole Agreement.  This Agreement and the other Loan Documents represent the 
                 entire agreement between the Lender and the Borrower, and supersede all prior commitments 
                 and may be modified only by an agreement in writing signed by both parties hereto. 
                          (f)     Survival of Agreement.  All terms contained in this Agreement shall survive the 
                 delivery of this Agreement and the other Loan Documents and the making of the Loan and shall 
                 remain in full force and effect until the Indebtedness is fully discharged. 
                          (g)     Waiver of Jury Trial.  TO THE FULLEST EXTENT PERMITTED BY LAW, 
                 THE  LENDER  AND  THE  BORROWER  KNOWINGLY, VOLUNTARILY AND 
                 INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY 
                 BASED ON, ARISING OUT OF OR UNDER, OR IN CONNECTION WITH THIS 
                 AGREEMENT OR ANY OTHER LOAN DOCUMENT. 
                          (h)     Governing Law.  This Agreement will be governed by the laws of the State of 
                 California, without reference to conflict of laws principles. 
                          (i)     Counterparts.  This Agreement may be executed in counterparts, and all such 
                 counterparts together shall constitute one and the same Agreement. 
                                                          (Signature page follows)
                 79208.000002 EMF_US 39736866v1                        3 
                    In Witness Whereof, the parties have caused this Agreement to be executed as of the date first 
                    above written. 
                     
                                                                               LENDER: 
                                                                                
                                                                               CITIZENS OF THE WORLD CHARTER SCHOOLS,  
                                                                               a California nonprofit public benefit corporation 
                                                                                
                                                                                
                                                                               By:                                                         
                                                                               Name:                                                       
                                                                               Its:                                                        
                                                                                
                                                                                
                                                                                
                                                                                
                                                                               BORROWER: 
                                                                                
                                                                               CITIZENS OF THE WORLD CHARTER SCHOOLS - 
                                                                               LOS ANGELES,  
                                                                               a California nonprofit public benefit corporation 
                                                                                
                                                                                
                                                                               By:                                                         
                                                                               Name:                                                       
                                                                               Its:                                                        
                                                                                
                     
                                                        INTEREST FREE LOAN AGREEMENT  
                    79208.000002 EMF_US 39736866v1                        Signature Page 
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...Interest free loan agreement this dated as of april is made by and between citizens the world charter schools a california nonprofit public benefit corporation lender los angeles borrower has agreed to make subject terms covenants conditions set forth in accordingly for valuable consideration receipt sufficiency which are acknowledged agree follows definitions certain capitalized used defined on attached schedule purpose proceeds shall be furtherance s tax exempt educational charitable purposes not inure any private shareholder or individual within meaning section c code specifically development start up costs related new school expected open silver lake neighborhood b outstanding principal balance bear no accrued if payable arrears last day each period termination date payments unpaid due full d prepayment may prepaid whole part at time without premium penalty repayments prepayments reborrowed e default an event occurs under applicable documents while such continuing rate amount incre...

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