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Borrowers agree to make all payments, in the event of defauh, promptly and payable
<br />to the pry of Lakewood at the following address, or at suchr other address as the Gry may designate
<br />iewhing:
<br />City of takevrood
<br />Department of Planning & Development
<br />126W Detroit Avenue
<br />Lakewood, Ohio 44107
<br />Attention: Director
<br />All payments shall be applied first to interest or other fee, and then to principal.
<br />Section 2.03 Disbursement of Loan Funds -
<br />A. Requirements for Disbursement
<br />The loan (reds shall not be disbursed unN borrowers have submitted to the City, aM has
<br />accepted by the City, any codritwtes, documents and instruments required by this Loan Agreement
<br />or the roan Documents in forms satisfactory to the Gry and its
<br />B. City to Disburse Funds to Borrower.
<br />Upon receipt of the abow in(ormation nn red he Sectin2o3(A) and anyother requirement
<br />set forth "Is Agreement, the Chyshall disburse toan Funds t. the Borrowers, as fisted m Seaver,
<br />1.02.
<br />The two dlB.,.me.t check payable to 'Grace Wave Services B, Rd.- Shall be mailed to the
<br />follow, address until thandsof s,woufied by the Borrowers:
<br />-Green Wave Services 11, Ltd.
<br />_ -40 Roundstone Management, Ltd.
<br />:Alm: Addi Ming Capt.
<br />22882 Clemens Read, SuseI
<br />Westlake, Ohio 44145
<br />ARTICI£ III- NEPAESFMATIONS AND WARVITHES
<br />Borrowers represent and warrant to the City as of the Exertion Date and thrarghout the
<br />term oft ins Agreement each of the requirements set forth in Section 3.01 to Section 3.11.
<br />SMion3.01 Organhath,
<br />Borrowers are ohlo limited liability companies, duly organhed, validly existing, and in good
<br />standing under the laws of Ohio and has power to carry on Bs business as it is presently being
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<br />asserted any tax liability against Borrowers for taxes materially in excess of those already provided
<br />for, and Borrowers do riot know of any basis for any such deficiency, aasedfrom.
<br />Se0fon3.0 No Adverse Change
<br />Since the date of application for Life Lan, there has been no material and adverse change In
<br />the financial condition, miganhatiec, operation, business prospects, load assets, or personnel of
<br />Borrowers.
<br />Sednn3.03 Material FaO
<br />No representation or warranty contained or made ie this Agreement, and me cendmate,
<br />schedule, oromer document t of fed onto d furnished in ill osd(on svdF it, &Agreement rotated!
<br />or brill contain a misstatement of material fact or gmksor will omit to state a material fact required
<br />to be stated herein or therein. - -
<br />Seaion3.10 Peohlbition of ConRid of Interest
<br />No individual who B an employee, . off er, agent, consultant of the City an ¢laded public
<br />ofl ia4 member of the any Council or appointed end Public official, who exercises or has exercised
<br />any functions or responalbBities with respect to any adradge, shift are annealed with this Project or
<br />who is In a fashion to participate in a de0dmmaking process or to Bala Inside Information whh
<br />regard to the Project, mayobta a a personal or fnmRai Interest or benefit from the Project.
<br />Nothing in this section shall prevent an iMiMdual connected with the Project from acting on a
<br />board which acts only in ar advisory opacity, If that tedwiduars connedion to the Project is made
<br />known to the advisory body so that the adv_sm, body may take action to address any conflict,
<br />Including co er mee aiswonmeol, Voting W vdages, or aitendarce at meetings involving Ewes which
<br />mayalfed Uie Project.
<br />Also, the aforementioned individuals shall not have an interest in anycontrad ,subcontractor
<br />agreement with respect thereto; or We proceeds thereunder, either for themselves or those with
<br />whom they have famtlyor businesslies. The above reAldmas shall apply to all adrvaies comprising
<br />the Proled, and shall cover any such Interest or berref t during or at any time after, such person s
<br />Se01on3.11 Full Understanding and volunlary Acceptance
<br />Borrowers represents that Borrowers have had reasonable opportunity in the cogottation of
<br />this Agreement. Therefore, In any construction of this Agreement, the Agreement shall not be
<br />constroed agaimt any pmtyon the bask that the party, was the drafter.
<br />In entemothis Agree ent, Barrmandarepreseetthatit relied upon theadvke offtsattorneys
<br />who are attorneys of their own choke and that the terms of this Agreement and attached Trhgov
<br />and documents have been completely read and explained to Borrowers by Borrowed atimmays, and
<br />that the terms are fully u Merstood and voluntarily accepted by Borrowers. Borrowers represent that
<br />Life City afforded Borrowers the opportunity to completely read and ask questions of Life city
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<br />conducted, to enter into and observe the provisions of the loan Documents and to borrow
<br />hereunder.
<br />Saction3.02 Authorization
<br />Borrowers -act clamoring Into and performing under this Agreement, including the execution
<br />and delivery of the Loan Documents, has been duly authorized by all necessary company action and
<br />wig not violate any law, rule, regulation, order, writ, judgment, decree, determination or award
<br />presently in effect and having applicability to Borrowers Or any provision of Borrowers' ankles of
<br />incorfoaticn or bylaws or result in a breach of, or constitute a default under, any indenture, bank
<br />ban credit agreement, or any other agreement or Instrument to whist, Borrowers is a parry or by
<br />which R or its W.,n, may be bouts muff nt.d.
<br />Section3.03 EnforceabMin,
<br />When this Agreement Is executed by Borrowers and the City, certified by Life CVa Diredorof
<br />finance and approved by the Liters 0 edoroftaw, and when the Loan Documents are executed and
<br />delivered by Borrowers for value, each such Instrument shug constitute the legal, valid, and binding
<br />obligation of the pe sties thereto in accordance with its terms
<br />SeCLion 3A5 Littgion
<br />There are w legal ad., sobs, rpsevedfngs goading, im T the knowledge of Borrowers,
<br />threatened against Brsonvers before any court oc rbtotog'w admmtstrative agency, which, if
<br />determined adverseN to Borrowers, would have an adverse effect on the hoan,bi condition or
<br />seNO.305 Go nformial Conaml
<br />No authoritarian, consent, or approval, or any formal exception of any governmental body,
<br />regulatory authorities (federal, state, or local) or mortgagor, credROr, or third party Is or was
<br />nPOPeare to the valid execution and delivery by9orrowers of the tan Documents.
<br />Sedion3.06 Absence of Default
<br />Borrowers are not in default of any obligation, covenant, or condition contained in any bond,
<br />debenture, note, or other evidence of Indebtedness or any mortgage or collateral instrument
<br />securing Life same.
<br />$1010.3.02 Tax Retumsandia,nente
<br />Borrowers have filed all required tax returns and has paid or made provision for the payment
<br />of all taxes which have or may become due purwa at to said returns or pursuant to any assessments
<br />levied against Borrowers or Borrowers' personal or real property by any federal, state, or local taxing
<br />,am,. The Internal Reyenue Service, or any other federal, state, or local taxis agenry, has not
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<br />concerning the terms of this Agreement and attached ExhtftS and documents and that borrowers
<br />fully understands and voluntarily accepts those terms.
<br />ARTICLE IV - CONDMOM OF LENDING
<br />The obligation of the City to make the Lan shall be subject to the fu"Iment to the Canis
<br />satisfaction on the Execution Date of each of the following requirements set forth In Section 4.01
<br />through Section 4.05.
<br />Sedlon6.01 Execution and Delivery of loan Documents -
<br />Borrowers shall execute and deliver to the city the Loan Documents each le a form and
<br />substance satisfactory to the City and its attorneys. The ply, shaltbe solely responsible for the cost
<br />and obligation ofrecording the mortgage in the hrl wood, of CWahoga County.
<br />SMion4.02 Execution and D 1' f5 ed Promissory Note and Sea iNAe t
<br />Bomowers'obhgationtomakepay ents of sums payable under the Loan Agreement shall be
<br />stared in the Secured Promissory Note_ of even date and attached as 0mibrc C and seared with the
<br />Mortgage of even date and anached as FxhibR ➢.
<br />Section4.03 Governmental onowl
<br />Borrowers shall secure all approvals, permltYaM carensms of governmental bodies having
<br />jurisdiction with especttoanYProled adivdies -
<br />shag dou e. air necessary appiobats and consents required with respect to this
<br />moaeaaor fOlI im, rother oahv havfne anvftnandal mterest in Borrower or
<br />Borrowers' property
<br />Section 4.05 No Event of Default and Representations and Warranties
<br />There !ball exist as of the execution of this Agreement no event or coMitlon, whkh
<br />constitutes an Event of Default as hereinafter defined in Arixfe hi, orwhkh, after noMe or lapse of
<br />ttme or both, would cansthiste such an Event of Default and no such event shall occur as a result of
<br />such borrowing.
<br />ARTICLE V - AFFIRMATIVE L'O V ENANIS
<br />Borrowers shall comply with the following covenants set forth in this article from the
<br />Tradition Date until the Loan has been fully forgiven Invite City pursuant m Section 2.02, unless the
<br />City otherwise comeet, In writing.
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