SAMPLE LOAN AND SECURITY AGREEMENTWord下载.docx

1、DEFINE BUSINESS OR NON-PROFIT, with its principal place of business at , is effective this _ day of _, _, the first day on which all parties hereto have executed it.PART I DEFINITIONSA） As used in this document, the words and phrases set forth below shall have the following meanings:1） “Agency” mean

2、s Vermont Agency of Commerce and Community Development. 2） “Agency Procedures” means the procedures of the Agency described as Agency procedures for the Vermont Community Development Program, as they may be amended from time to time. A copy may be found in the VCDP Grants Management Guide; users are

3、 encouraged to consult VCDP staff for current language.3） “Borrower means .4） CollateralDEFINE COLLATERAL BORROWER IS OBLIGATING5） “Consortium” means the 6） “Conversion” means changing the form of financing of a project, e.g. from bridge financing to permanent financing, that does not increase the a

4、mount of debt.7） Debt means the Loan which this document secures, any and all renewals thereof, the indebtedness represented thereby, and any other indebtedness which is now or may hereafter become due and owed from Borrower to Lender.SAMPLE LOAN AND SECURITY AGREEMENT - Consortium Grantees （continu

5、ed）8） Encumbrances means those liens and encumbrances described in Appendix 1 to this Loan Agreement, listed in the order of their priority. 9） Grant means the Vermont Community Development Program grant awarded to the Consortium, the terms of which are reflected in the Grant Agreement. 10） “Grant A

6、greement” means Grant Agreement #_/_IG（_） between the Consortium and the State of Vermont, Agency of Commerce and Community Development, including all attachments and amendments thereto. 11） “Grantee” means the Consortium comprised of that has received the Grant, all of which are jointly and several

7、ly liable for the entire Grant. 12） HUD means the U.S. Department of Housing and Urban Development.13） “Lead Grantee” means the 14） “Lender means the Consortium comprised of 15） Loan Agreement means this Loan and Security Agreement.16） “National Objective” means the specific goals and purposes of th

8、is project set forth in Attachment B of the Grant Agreement, which must address the purposes set forth in Title I, section 101（c） of the Federal Housing and Community Development Act, 42 U.S.C. sections 5301 et seq., and conform to procedures set forth in federal regulations at 24 C.F.R. section 570

9、.483.17） “Personal guarantee” means the guarantee of a principal of Borrower that, in the event of Borrowers default with respect to this Loan, the principal shall repay any overdue installment or installments, or the entire amount of principal and interest, that are due and payable. If the principa

10、l of Borrower is married, the principals spouse shall also sign and be bound by the personal guarantee.18） “Personal property” means the personal property owned or to be acquired by Borrower for the project as described in Appendix 2 hereto and to be described in the UCC-1.19） Project means the proj

11、ect as described in Attachment B of the Grant Agreement.20） “Real property” means the real property （including improvements） described in Appendix 3 to this Loan Agreement, subject to the Encumbrances described in Appendix 1 to this Loan Agreement.21） Refinancing means the restructuring of all or a

12、portion of a debt.22） Sale means the exchange, transfer or other disposition, in consideration of something of value, or series of related sales, exchanges, transfers or dispositions of all or substantially all of the real property, personal property or both, which transfers title and possession of

13、the property. Sale includes but is not limited to a sale under foreclosure （including a non-judicial foreclosure sale pursuant to 12 V.S.A. section 4531a, et seq.） or a sale in lieu of or transfer pursuant to condemnation by a public authority.23） “Secretary” means the Secretary of the Agency.24） Se

14、curity Interest means the UCC-1, evidencing the interest in the Personal Property, and the mortgage, evidencing the interest in the real property, given to Lender pursuant to this Loan Agreement.25） Senior Debt means loan（s） or other financing arrangements for the Project from the Senior Lenders, in

15、cluding, without limitation, construction, bridge and takeout financing（s）, which indebtedness will be secured by mortgage and security interests in the Project; the term includes, without limitation, any refinancing or other loan made for the Project, the proceeds of which are used to repay or disc

16、harge existing Senior Debt.26） Senior lenders, if any, means 27） “Standby Agreement” means an agreement signed by Lender, Borrower and all persons who own 20% or more of Borrower, or to whom Borrower owes a debt and who have agreed to forego repayment of that debt without prior written permission of

17、 Lender.28） VCDP means the Vermont Community Development Program.PART II CONSORTIUMA） A VCDP grant to a consortium goes to all member municipalities. Each municipality is jointly and severally liable for performing all of grantees and lenders obligations under the Grant Agreement and all related doc

18、uments. B） For efficiency of management, a lead grantee is named to serve as agent for the consortium. The lead grantee executes documents on behalf of the consortium, maintains the consortiums official files, and otherwise acts on behalf of the consortium. C） However, the loan is from the grantees

19、as a group; the lender is the consortium, not the lead grantee. The legislative body of each member municipality of the consortium must pass all resolutions required by the VCDP.D） The borrower may be located in a municipality different from the lead grantee. All documents related to a VCDP grant to

20、 a consortium that must be filed in land records are filed in the land records of the municipality in which the principal place of business, or the particular aided enterprise, of the borrower is located. PART III CONSIDERATION AND INCORPORATION OF GRANT AGREEMENTA） Lender makes this Loan to Borrowe

21、r pursuant to, and as consideration for Borrowers activities as set forth in, the Grant Agreement, which is incorporated herein by reference, and a copy of which Borrower and Lender maintain in their respective files. B） Borrower agrees to repay the Loan under the terms of Borrowers Promissory Note

22、to Lender in the amount of _ dollars （$_._） dated _, PART IV SURVIVAL OF THIS LOAN AGREEMENTA） This Loan Agreement shall survive the closing contemplated hereunder, and all obligations pursuant to this Agreement of each party hereto shall continue until the Loan has been repaid in full.PART V PURPOS

23、E OF THE LOANA） The purpose of this loan shall be to support the project and the achievement of the National Objective, as described in Attachment B of the Grant Agreement. The proceeds of this Loan shall be used solely for Borrowers specific activities in connection with the Grant. PART VI TERMS OF

24、 THE LOANA） This Loan is in the amount of _ dollars （$_.00）, at _% interest per year, compounded , for a period of _ years. B） Payments of principal and interest in the amount of $_._, payable on the _ day of each , shall begin on _, _, and the Loan shall be fully repaid no later than _.C） Deferred

25、payment loan: spell out the exact terms, including:1） whether interest accrues during the period of deferred payments;2） whether there are any payments during period of deferral, such as either principal or interest only, but not both;3） dates and amounts of payments, including month and year when t

26、hey begin and end;4） whether, and if so, under what conditions （such as failure to use for original purpose）, Lender can unilaterally terminate deferral of loan and/or declare loan to be in default （coordinate with default provisions in Part XV of this Loan Agreement）;5） result of termination of def

27、erral, such as total principal and interest due, and any advances by lender, becoming due and payable in full within x period of time.PART VII PREPAYMENTA） Borrower may prepay any portion or all of this Loan at any time without penalty. Any amounts paid in excess of the regular payment due shall be applied to reduce the principal amount of the Loan. PART VIII S