Building Loan Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Borrower, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lender.

Whereas, Borrower has applied to Lender for a Loan of $, to be evidenced by promissory note (the Note) described as follows:

A Promissory Note for the principal sum of $, together with interest thereon from date at the rate of % per annum on the unpaid balance until paid. The said principal and interest shall be payable at , or at such other place as the holder hereof may designate in writing, in consecutive monthly installments of $. The first of said installments shall be due and payable on the first day of , and each subsequent monthly installment shall be due and payable on the first day of each succeeding month thereafter until the entire indebtedness evidenced by this Note is fully paid, except any remaining indebtedness, if not sooner paid, shall be due and payable on ;

Whereas, the Note is to be secured by a first Mortgage (the Mortgage) on the premises (the Premises) described as follows:

Whereas, Borrower covenants to erect on the Premises a building described in Exhibit A attached hereto and made a part hereof, in accordance with the plans for such Building filed in and duly approved by the Department of Building of the City of and any other required department. The plans and specifications for the Building are to be first submitted to and approved by Lender; and

Whereas, the Building that Borrower covenants to erect shall be and shall cost not less than $;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Note and Note

The Mortgage is to be duly executed and acknowledged by all persons necessary to make it a valid lien on the Premises for the advances to be made, and the Note and Mortgage are to be in a form approved of by Lender, and it is agreed that all gas fixtures, bathtubs, dressers, wardrobes, furnaces, ranges, mantels, grates, and similar fixtures and articles, and every fixture and improvement attached to or placed in the Building to be used in connection with such Building, shall form part of the Mortgaged Premises, to be covered by and subject to the lien of the Mortgage given to secure the advances provided for in this Agreement. The Note and Mortgage are to be delivered at on , at the office of at

2. Title Expenses

Lender may deduct from any payment to be made under this Agreement any amount necessary for the payment of any expenses relating to the examination of the title to the Premises or incurred in the procuring and making of the Loan, or in the payment of any encumbrance, tax, assessment, or other charge or lien upon the Premises existing at any time, whether before or after the making of the Loan, and apply such amounts in making these payments, and all sums so applied shall be deemed advances under this Agreement and secured by the Note and Mortgage.

3. Security for Advances

The advances to be made upon the Mortgage, and to be secured by the Premises and the Building and improvements, including all fixtures, to be erected on the Premises, shall be as Lender shall determine, but substantially in accordance with the following schedule:

4. Charges and Fees

Borrower at the time fixed for the delivery of the Mortgage shall pay the charges for the examination of the title to the Premises, surveys, and drawing of papers, and shall also pay the recording fees.

5. Inspection Fees

The fees paid to Lender for any inspection fees and all fees regarding the making of this Loan shall be made by Borrower.

6. Release of Portions of Premises

Lender may at any time release portions of the Mortgaged Premises upon receiving what, in the opinion of Lender, is a proper payment on account of the Mortgage debt.

7. Written Notice for Advances

Lender may require days' notice in writing from Borrower before an advance shall be called for.

8. Prerequisites to Making an Advance

A. No advance shall be due unless, in the judgment of Lender, all work usually done at the stage of construction when the advance is made payable be done in a good and quality manner, and all material and fixtures usually furnished and installed at that time are furnished and installed, but Lender may advance parts or the whole of any installments before they become due, if Lender believes it advisable to do so, and all such advancements or payments shall be deemed to have been made in pursuance of this Agreement.

B. A receipt for any advance may be made by any one of the parties constituting Borrower, if more than one person, with the same effect as if signed by all such persons.

9. Loan to be Made by other Person or Corporation

A. Lender may cause this Loan to be made by some other person or corporation and, in that event, the Note and Mortgage shall then run to this person or corporation. The provisions of this Agreement shall apply to such Note and Mortgage, and, if the Loan be so made, it shall be deemed in compliance by Lender with this Agreement.

B. Lender may assign the Note and Mortgage and cause the assignee to make any advances not made at the time of the assignment, and all the provisions of this Agreement shall continue to apply to the Loan and Note and Mortgage.

10. Extension of Payment of Principal

Lender or any holder of the Note and Mortgage may extend the payment of the principal secured by the Note and Mortgage, and any extension so granted shall be deemed made in pursuance of this Agreement and not to be a modification of this Agreement.

11. Discontinuance of Construction

If the construction of the Building is at any time discontinued or not carried on with reasonable dispatch in the judgment of Lender, Lender or any holder of the Note and Mortgage may purchase materials and employ workers to protect the Building so that they will not suffer from depredation or the weather, or to complete the Building, so that they may be used for the purposes for which they are designed under the plans and specifications.

12. Borrower’s Loss of Title

In the event of Borrower's parting with or being in any way deprived of its title to the Premises described in this Agreement, Lender may, at its option, continue to make advances under this Agreement and subject to all its terms and conditions, to such person or persons or corporations as may succeed to Borrower's title; and all sums so advanced by Lender shall be deemed advances under this Agreement, and shall be secured by the Note and Mortgage.

13. Termination of Lender’s Obligation for Future Advances

Borrower agrees not to do any act or thing prohibited by the terms of this Agreement, and it is agreed that in any of the following events all obligations on the part of Lender to make the Loan or to make any further advance shall, if Lender so elect, cease and terminate, and the Note and Mortgage shall, at the option of the holder of such Note and Mortgage, become immediately due and payable, but Lender may make advances without becoming liable to make any other advances:

A. If the Mortgage offered by Borrower does not give Lender a lien for the indebtedness to be secured by the Mortgage on the Premises above set forth that is satisfactory to the attorney of Lender.

B. If the Loan is to be advanced in more than one payment, and any payment is requested and the attorney of Lender does not approve of the payment requested because of some act, encumbrance, or question arising after the making of the preceding payment.

C. If Borrower assigns this Agreement or any advances or any interest in this Agreement, or if the Premises are conveyed or encumbered in any way without the prior, express, and written consent of Lender.

D. If the improvements on the Premises or any Building that may be erected upon the Premises materially encroaches upon the street or upon any adjoining property.

E. If Borrower does not take the Loan or the advances within days after they are made payable, or, in a case where the payment of advances is dependent upon the erection of a Building, the Building is not fully enclosed within months from date, or fully completed and ready for occupancy within months from date.

F. If the improvements on the Premises are, in the judgment of Lender, materially injured or destroyed by fire or otherwise.

G. If the makers of the Note and Mortgage fail to comply with any of the covenants contained in such Note and Mortgage.

H. If any materials, fixtures, or articles used in the construction of a Building or appurtenant to such Building are not purchased in such a way that the ownership of such Building or appurtenant will vest in the owner of the Premises free from encumbrance upon delivery at the Premises.

I. If Borrower does not erect the Building in accordance with plans and specifications satisfactory to Lender and plans that have been approved by the Department of Building of the City of , and any other required department.

J. If the owners of the Premises do not permit Lender or a representative of Lender to enter upon the Premises and inspect the Building erected or to be erected at all reasonable times.

K. If the construction of the Building is at any time discontinued or not carried on with reasonable dispatch in the judgment of Lender.

L. If, by reason of the death of any owner of the Premises, the heirs, devisees, or legal representatives of such owner shall permit or allow the construction of the Building to be discontinued for a period of days.

M. If Borrower makes any conditional purchases of, or executes any chattel mortgage or security agreement on, any materials, fixtures, or articles used in the construction of the Building or appurtenant to such Building.

N. If Borrower fails to comply with any requirement of any department of the City of , within days after notice in writing of such requirement shall have been given to Borrower by Lender.

14. Future Notes and Mortgage Subject to Agreement

It is mutually agreed between the parties to this Agreement on behalf of themselves and their respective legal representatives that the Note and Mortgage contemplated to be executed, acknowledged, and delivered pursuant to this Agreement shall be made subject to all the conditions, stipulations, agreements, and covenants contained in this Agreement, to the same extent and effect as they would be if fully set forth and made part of such Note and Mortgage; and it is further agreed that if Borrower fails to keep, observe, or perform any of the stipulations or covenants contained in the Note or Mortgage, or in this Agreement, at the option of the holder of the Note and Mortgage, the amount secured shall become at once due and payable, in spite of anything to the contrary in this Agreement.

15. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

16. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

17. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

18. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

19. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

20. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

21. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

22. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

23. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.