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1、贷款合同书（英文版）欢迎借鉴与参考文章贷款合同书(英文版)，请看下文的详细内容。This LOAN AGREEMENT, dated as of the later of the two signature dates below, is made by and among AAA CORPORATION ("AAA"), a _(PLACENAME) Corporation, _(address) ("Lender"), and BBB CORPORATION ("BBB"), a _(PLACENAME) corporation,
2、 _(address) ("Borrower").RECITALSA. Borrower develops and markets computer software products, including without limitation a "search engine" software for searching and indexing information accessible through the Internet.B. Lender develops, manufactures, distributes and markets c
3、omputer software products and services.C. Borrower and Lender desire to enter into a business relationship pursuant to which, among other things, (i) Borrower would (a) develop software for Lender to implement desired features for a Lender search engine, (b) provide search results for Lender using B
4、orrower's search engine customized with, among other elements, the features developed for Lender, (c) provide software hosting and maintenance services for Lender's benefit, and (d) purchase additional hardware and software necessary or desirable to service Lender's needs, and (ii) Lende
5、r would make certain payments to Borrower, and provide loans to Borrower to facilitate Borrower's purchase of additional hardware and software necessary or desirable to service Lender's needs.D. This Loan Agreement and a Security Agreement between the parties of even date, are intended to se
6、t forth the terms and conditions applicable to the loan aspects of such business relationship.NOW THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:AGREEMENTS1. Loan to Borrower. Pursuant to the terms and conditions of that cert
7、ain Software Hosting Agreement between Borrower and Lender of even date herewith (the "Hosting Agreement"), Borrower may be required, after consultation with and approval by Lender, to purchase additional Hosting Servers, as that term is defined in the Hosting Agreement. Subject to the ter
8、ms and conditions of this Agreement, Lender shall from time to time make advances ("Advances") to Borrower during the period from the date hereof until the termination of this Agreement. In no event shall Lender have any obligation to make Advances to Borrower following the occurrence of a
9、ny Event of Default as defined in section 11 of this Agreement.A. Advances. Advances shall be made only in amounts separately agreed between Lender and Borrower to be sufficient to purchase the additional Hosting Servers required by Lender. Each such Advance shall be evidenced by a promissory note (
10、the "Promissory Note") with a term of * (*) * in substantially the form of the sample note attached hereto as Exhibit A. The terms of all such Promissory Notes are by this reference incorporated in this Agreement. The proceeds of each Advance shall only be used by Borrower to purchase the
11、additional Hosting Servers for which that Advance is made.B. Persons Authorized. Lender is hereby authorized by Borrower to make Advances only upon the written requests (including requests made by telex, telegraph or facsimile), of any one of the following persons (the "Responsible Officers&quo
12、t; and each a "Responsible Officer"): Dave Peterschmidt, Jerry Kennelly and Randy Gottfried; each of whom is and shall be authorized to request Advances and direct the disposition of any Advance until written notice by Borrower of the revocation of such authority is received by Lender. Any
13、 Advance shall be conclusively presumed to have been made to or for the benefit of Borrower when made in accordance with such a request. Requests for Advances shall be on the Borrowing Notice form attached hereto as Exhibit B. Any such Borrowing Notice shall be directed to the following Lender repre
14、sentative (or such other person as Lender may direct from time to time) for approval prior to disbursement: Shirish Nadkarni.C. Assumption of Risk. It is important to Borrower that Borrower have the privilege of making requests for Advances by e mail, telex, telegraph or facsimile. Therefore, to ind
15、uce Lender to lend funds in response to such requests, and in consideration for Lender's agreement to receive and consider such requests, BORROWER ASSUMES ALL RISK OF THE VALIDITY, AUTHENTICITY AND AUTHORIZATION OF SUCH REQUESTS, WHETHER OR NOT THE INDIVIDUAL MAKING SUCH REQUEST HAS AUTHORITY IN
16、 FACT TO REQUEST ADVANCES ON BEHALF OF BORROWER. UNLESS AN UNAUTHORIZED OR INVALID ADVANCE IS MADE AS A RESULT OF GROSS NEGLIGENCE ON THE PART OF LENDER, LENDER SHALL NOT BE RESPONSIBLE, UNDER PRINCIPLES OF CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS SUSTAINED BY BORROWER RESULTING FROM ANY UNAUTHORIZ
17、ED OR INVALID ADVANCE, INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF ANY ADVANCE. Borrower agrees to repay any sums, with interest as provided herein, that Lender so advances. Borrower agrees to give Lender prompt written confirmation of all e mail, telex, telegraph or facsimile requests for Advances
18、; but Borrower's failure to do so, or the failure of such confirmation to reach Lender, shall not affect Borrower's assumption of the risk with respect to such Advance or reduce in any way the obligation of Borrower to repay with interest all amounts theretofore or thereafter advanced by Len
19、der pursuant thereto.D. Request for Advance. Each request for an Advance shall set forth the amount of such Advance and the date such Advance is to be made, such request to be received by Lender by 9:30 a.m., _(PLACENAME), WA, USA time ten (10) full business days before such Advance is to be made. A
20、ny proposed Advance shall be made and effected only on a business day and may be disbursed only after a separate Promissory Note for such Advance is properly executed by Borrower, and delivered to and accepted by Lender. If the date of the proposed Advance is not a business day, such Advance shall b
21、e effected on the next succeeding business day. Each request for an Advance shall be irrevocable and binding on Borrower.E. Disbursement of Advances. Advances made and effected by Lender shall be disbursed by wire transfer in immediately available funds to the depository account set forth in Exhibit
22、 E hereto, or such other account as Borrower may designate from time to time by written notice to Lender signed by a Responsible Officer.2. Term and Termination. This Agreement shall terminate upon the termination of the Hosting Agreement ("Maturity Date"); provided that all rights and rem
23、edies to which Lender is entitled under this Agreement and at law shall survive any such termination of the Agreement until all amounts advanced or otherwise due Lender under this Agreement have been repaid or otherwise satisfied according to the terms of this Agreement.3. Interest. The outstanding
24、principal balance of the Loan shall bear interest at the lowest appropriate applicable federal rate, as determined by AAA, when each Promissory Note (or the New Note described in section 4) is issued. All computations of interest shall be based on a 360 day year for the actual number of days passed.
25、4. Payment of Principal and Interest.A. Monthly Payments. Payment of principal and interest for each Advance shall be made in immediately available funds, by 10:00 a.m., _(PLACENAME) time, at such location designated by Lender or the holder of the applicable Promissory Note, on the date each payment
26、 is due as provided in the Promissory Note. The payments of principal and interest shall be separately calculated for each Advance and shall be payable in immediately available funds on the first business day of each month until paid in full. Each installment payment shall be in an amount sufficient
27、 to cause the principal balance of each Advance to be repaid within three years. Notwithstanding the foregoing, any amounts accrued but not paid at the time of termination of this Agreement shall be payable or otherwise satisfied in accordance with the following subsections.B. Roll over or Accelerat
28、ion. Upon expiration or termination of this Agreement:(i) If this Agreement is terminated due to the mutual agreement of the parties, due to termination of the Hosting Agreement by Lender pursuant to section 10.2 of the Hosting Agreement, or due to termination of the Hosting Agreement by Borrower pu
29、rsuant to section 10.1 of the Hosting Agreement, then immediately prior to the effective date of such termination Lender shall cancel all outstanding Promissory Notes and Borrower shall simultaneously execute a new promissory note ("New Note") for all outstanding principal, interest and ot
30、her amounts under such Promissory Notes owed or owing to Lender by Borrower on that date, in substantially the form attached as Exhibit C satisfying and replacing all outstanding Advances and other amounts due under this Agreement. A New Note issued pursuant to this subsection shall carry the same i
31、nterest rate and be subject to the same terms and conditions as all Advances under this Agreement, except that the term of the New Note shall be two (2) years, and each installment payment shall be in an amount sufficient to cause the principal balance of the New Note to be repaid within two (2) yea
32、rs. Installment payments for the New Note shall be made in immediately available funds, by 10:00 a.m., _(PLACENAME) time, at such location designated by Lender or the holder of the New Note, on the date each payment is due as provided in the New Note. Prior to execution of the New Note, Borrower sha
33、ll satisfy all conditions precedent and make all representations and warranties required for Advances under this Agreement.(ii) If termination of this Agreement is due to any other reason (other than due to a material breach of this Agreement or the Hosting Agreement by Lender), such termination sha
34、ll be considered an Event of Default and subject to any and all remedies available to Lender for an Event of Default as provided in section 12 of this Agreement.C. Prepayment. Borrower may prepay each Advance in whole or in part, at any time without penalty. Any repayments of the amounts due under t
35、his Loan Agreement shall be made in immediately available funds and shall be applied first against any amounts owed to Lender under the Security Agreement, then to the payment of past due interest on any outstanding Advance, and any remaining amount shall reduce the outstanding principal amount of e
36、ach Advance.5. Overdue Payments; Default Rate. If any amount due under this Agreement is not paid when and as due, such amount shall bear interest from the date such payment was due until and including the date such payment is received by Lender at a rate per annum equal to eighteen percent (18 %) p
37、er annum (the "Default Rate"), provided that in no event shall the rate of interest exceed that permitted by applicable law.6. Security for the Loan. This Loan is secured by a purchase money security interest in the Hosting Servers purchased by each Advance, pursuant to the terms of a secu
38、rity agreement of even date ("Security Agreement"). Lender shall have a first priority security interest in all of the collateral described in the Security Agreement (the "Collateral").7. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows
39、:A. Corporate Existence. Borrower is a corporation, duly organized and validly existing, in good standing under the laws of its state of incorporation, and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to carry on such business i
40、n any state or county where such qualification is necessary and to own and hold property.B. Corporate Power. Borrower has full right, power and authority to enter into and perform this Agreement, each Promissory Note, the New Note, and the Security (collectively, the "Documents"), and to g
41、rant all of the rights granted and agreed to be granted pursuant to this Agreement and the Documents.C. Authorization. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Documents, including but not limited to, all n
42、ecessary corporate action required by its articles of incorporation and bylaws.D. No Conflict, Violation or Consent Required. The execution, delivery and performance of, and the compliance with the provisions of each of the Documents do not and will not violate any provision of an applicable law or
43、any provision of Borrower's articles of incorporation and bylaws, and will not conflict with, require consent under any provision of, result in any breach of any of the terms, conditions or provisions of, result in the creation or imposition of any lien, charge or encumbrance upon any of the pro
44、perties or assets of Borrower pursuant to the terms of, or constitute a default under or conflict with, any other indenture, contract, mortgage, deed of trust or other agreement or instrument to which Borrower is a party or by which Borrower is bound. Borrower shall not enter into other contractual
45、obligations which will restrict or impair its obligations under this Agreement or any other Document.E. Binding Effect. This Agreement constitutes, and the Promissory Note and each of the other Documents, when executed and delivered by Borrower, will constitute, valid obligations of Borrower and are
46、 binding and enforceable against Borrower in accordance with their respective terms, except as hereafter may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditor's rights and the availability of specific performance.F. Familiarity
47、 With Terms. Borrower is fully familiar with all of the terms, covenants and conditions of the Documents.G. Legal Proceedings. Except as disclosed on Schedule 1 attached hereto, there is no action, suit or proceeding pending or, to the knowledge of Borrower, threatened, at law or in equity or before
48、 or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that might result in a material adverse change in Borrower's ownership or title to any of the Collateral or in its financial condition or operations.
49、As used in this subsection, the phrase "to the knowledge of Borrower" shall mean the current actual knowledge of the executive officers and directors of Borrower.H. No Governmental Approvals. No registration with or approval of any governmental agency or commission is necessary for the due
50、 execution and delivery of any of the Documents or for the validity or enforceability thereof with respect to any obligation of Borrower hereunder or thereunder, except acts to be performed by Lender in order to perfect Lender's security interest in the Collateral.I. Liens and Encumbrances. Borrower shall k