WAIVER OF DEFAULT (LOAN)
This waiver of
default (the “Waiver”) is entered into as of ______________, 20 _____ (the
“Effective Date”), by and between _______________ (the “Lender”) and _______________
(the “Borrower,” and together with the Lender, the “Parties”).
RECITALS
WHEREAS, the Lender and
the Borrower are parties to that certain loan agreement dated as of
____________, 20___ (the “Loan Agreement), a copy of which is attached to this Waiver
as Exhibit A; and
WHEREAS, pursuant to the
Loan Agreement, the Lender provided a loan of $____________________________ to
the Borrower; and
WHEREAS, the Borrower has
defaulted under the terms of the Loan Agreement (the “Default”) by
_______________________________; and
WHEREAS, the Borrower has
asked that the Lender waive the Default; and
WHEREAS, the Lender
desires to waive the Default pursuant to the terms and conditions of this
Waiver.
NOW THEREFORE, in
consideration of the above recitals and the mutual promises and benefits
contained herein, the Parties hereby agree as follows:
1.
WAIVER.
The Lender hereby irrevocably waives the
Default as of the Effective Date; provided, however, that this waiver is
made in reliance on, and is subject to the representations and warranties of
the Borrower in Section 2 below, being accurate in all respects as of the Effective
Date.
2.
BORROWER’S REPRESENTATIONS AND WARRANTIES.
(a)
Representations and
Warranties. As of the Effective Date, after giving
effect to the Waiver, each of the representations and warranties contained in
Section _____________ of the Loan Agreement is true and complete in all
material respects.
(b)
No Defaults. As of the Effective Date, no default or event of default (other
than the Default) has occurred and is continuing; after giving effect to the
Waiver, no default or event of default has occurred and is continuing, nor will
any default or event of default result from the effectiveness of this Waiver or
any transaction contemplated hereunder.
(c)
No Change in Condition. No material adverse change has occurred since the date of the
borrowing immediately preceding the Effective Date.
(d)
No Authorizations. No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution and delivery by the Borrower of this
Waiver.
(e)
Due Execution. This Waiver has been duly executed and delivered by the Borrower. The
Loan Document, as modified hereby, is the legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its
terms.
3.
NO GENERAL WAIVER.
This Waiver
shall in no way be construed or interpreted as constituting a waiver of:
(a)
any breach by the Borrower of
any term or condition of the Loan Agreement; or
(b)
any right to terminate the Loan
Agreement, except as a result of the Default.
4.
INCONSISTENCY.
The Parties expressly agree that in the
event of any conflict between this Waiver and the Loan Agreement, the terms of
this Waiver shall govern.
5.
CONTINUATION OF AGREEMENT.
Except as expressly amended and
supplemented by this Waiver, the Loan Agreement shall continue to remain in full
force and effect and the Parties hereby ratify and confirm the terms and
conditions of the Loan Agreement.
6.
ENTIRE AGREEMENT.
This Waiver, together with the Loan Agreement,
constitutes the final, complete, and exclusive statement of the agreement of
the Parties with respect to the subject matter hereof, and supersedes any and all
other prior and contemporaneous agreements and understandings, both written and
oral, between the Parties.
7.
MODIFICATION.
This Waiver may be supplemented, amended,
or modified only by the mutual agreement of the Parties, which agreement must
be in writing and signed by both Parties.
8.
GOVERNING LAW.
This Waiver shall be governed by the laws
of the state of _____________, without regard to its conflicts of law
provisions.
9.
COUNTERPARTS/ELECTRONIC SIGNATURES.
This Waiver may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
For purposes of this Waiver, use of a facsimile, e-mail, or other
electronic medium shall have the same force and effect as an original
signature.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties
hereto have executed this Waiver as of the date first above written.
LENDER
|
[LENDER NAME]
By:
Name: Title: |
BORROWER
|
[BORROWER NAME]
By:
Name: Title: |
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