{"id":41122,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-wilson-investors-california-llc-and-equity.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-wilson-investors-california-llc-and-equity","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-agreement-wilson-investors-california-llc-and-equity.html","title":{"rendered":"Loan Agreement &#8211; Wilson Investors &#8211; California LLC and Equity Office Properties Management Corp."},"content":{"rendered":"<pre>                                 LOAN AGREEMENT\n\n         THIS LOAN AGREEMENT (the \"AGREEMENT\") is made and entered into as of\nJune 20, 2000, by and between Wilson Investors - California, LLC, a Delaware\nlimited liability company (\"BORROWER\"), and Equity Office Properties Management\nCorp., a Delaware corporation (\"LENDER\").\n\n                                WITNESSETH: THAT\n\n         WHEREAS, Borrower is the maker of that certain Note (the \"NOTE\") to\nLender in the stated principal amount of $25,000,000 dated as of the date\nhereof;\n\n         WHEREAS, Borrower and Lender desire to document Lender's obligation to\nmake advances under the Note and to document certain other matters as\nhereinafter described;\n\n         NOW THEREFORE, in consideration of the foregoing premises, and the\nagreements and representations hereinafter set forth, and for other valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged,\nLender and Borrower hereby agree as follows:\n\n         19. DEFINED TERMS. Capitalized terms used herein but not defined shall\nhave that meaning ascribed to them in that certain Amended and Restated\nOperating Agreement No. 1 of Wilson\/Equity Office, LLC (the \"MASTER AGREEMENT\")\ndated as of August 1, 2000, as the same may be amended from time to time. EOP\nInvestor, L.L.C. and Borrower are the two (2) members of Wilson\/Equity Office,\nLLC. The \"applicable EOP Investor in a Project Entity\" refers to an Affiliate of\nEOP Investor, L.L.C. that is or will be a member, together with Wilson\/Equity\nOffice, LLC, in a Project Entity.\n\n         20. ADVANCES. Provided all conditions set forth in the Note are\nsatisfied, Lender shall fund advances to Borrower under the Note in accordance\nwith the terms and conditions specified in the Note and as Borrower may request\nset forth in Section 3 of the Note.\n\n         21. ESTOPPEL CERTIFICATE. Within ten (10) business days after receipt\nof a request from Borrower, Lender shall provide Borrower with a written\nestoppel certificate setting forth the amount outstanding under the Note and all\namounts paid through the date of such certificate. Such estoppel certificate\nshall be binding upon Lender absent manifest error.\n\n         22. DEEMED NOTICE OR CONSENT. Notwithstanding any other provision of\nthe Loan Documents, any consent by EOP Investor, L.L.C., or notice by Borrower\nto EOP Investor, L.L.C. that satisfies the requirements set forth in the Master\nAgreement, shall be deemed to be a consent by Lender or receipt of notice by\nLender, as the case may be, and Borrower shall not be required to obtain any\nfurther or additional consent from Lender, or provide any further or additional\nnotice to Lender. Notwithstanding any other provision of the Loan Documents,\nwith respect to a particular Project, any consent by the applicable \n\n\n   2\n\n\nEOP Investor in such Project, or notice by Borrower to such applicable EOP\nInvestor in such Project that satisfies the requirements set forth in the\napplicable Project Entity Operating Agreement, shall be deemed to be a consent\nby Lender or receipt of notice by Lender, as the case may be, with respect to\nsuch Project, and Borrower shall not be required to obtain any further or\nadditional consent from Lender, or provide any further or additional notice to\nLender.\n\n         23. MISCELLANEOUS.\n\n                  23.1 ASSIGNMENT. This Agreement shall be binding upon and\nshall inure to the benefits of the parties hereto, and their respective heirs,\nexecutors, personal representatives, successors, and assigns, provided, however,\nthat this Agreement may not be assigned by Borrower without the prior express\nwritten consent of Lender. Lender may assign this Agreement to any Affiliate (as\ndefined in the Master Agreement). Upon such assignment, the assigning Lender\nshall have no liability hereunder no matter when arising or accruing; upon such\nassignment, the assignee Lender shall have all such liability, provided,\nhowever, that nothing herein shall be deemed to release EOP Investor, L.L.C.\nfrom its obligations under the Master Agreement, including but not limited to\nSection 5.9 (Loan to Wilson) of the Master Agreement.\n\n                  23.2 NOTICES. All notices given under this Agreement shall be\ngiven as provided in the Master Agreement.\n\n                  23.3 GOVERNING LAW. This Agreement shall be construed under\nand interpreted in accordance with and governed by the laws of the State of\nIllinois without regard to the conflicts of law provisions thereof.\n\n                  23.4 NO PARTNERSHIP. Nothing contained in this Agreement shall\ncreate or be deemed to create any agency, fiduciary, partnership, franchise or\njoint venture relation between or among Borrower and Lender. No party hereto\nshall have the power to obligate or bind the other party in any manner\nwhatsoever.\n\n                  23.5 COMPLETE AGREEMENT. As of the effective date hereof, this\nAgreement contains the full and complete understanding of the parties with\nrespect to the subject matter hereof and replaces any prior agreement or\narrangement between the parties, whether oral or written. The provisions of this\nAgreement may only be amended by a subsequent instrument in writing clearly\npurporting to effect such amendment and signed by both parties.\n\n                  23.6 WAIVER. The failure of a party hereto to enforce, or the\ndelay by a party hereto to enforce, any of its rights under this Agreement shall\nnot be deemed a continuing waiver or a modification by such party of any of its\nrights under this Agreement and any party may, within the time provided by the\napplicable law, commence appropriate proceedings to enforce any or all of its\nrights under this Agreement and any prior failure to enforce or delay in\nenforcement shall not constitute a defense.\n\n\n   3\n\n\n                  23.7 PARTIAL INVALIDITY. In the event that any provision of\nthis Agreement shall be found invalid or unenforceable, in whole or in part, by\na court of competent jurisdiction or an arbitration tribunal, such provision\nshall be limited to the minimum extent necessary to render the same valid and\nenforceable, or shall be excised from this Agreement, as circumstances may\nrequire, and this Agreement shall be construed as if said provision had been\nincorporated herein as so limited, or as if said provision had not been included\nherein, as the case may be, and enforced to the maximum extent permitted by law.\n\n                  23.8 CONSTRUCTION. Whenever used in this Agreement, the\nsingular shall be construed to include the plural and vice versa, where\napplicable, and the use of the masculine, feminine or neuter gender shall\ninclude the other genders. The subject matter and language of this Agreement has\nbeen the subject of negotiations between the parties and their respective\ncounsel, and this Agreement has been jointly prepared by their respective\ncounsel. Accordingly, this Agreement shall not be construed against any party on\nthe basis that this Agreement was drafted by such party or its counsel. Headings\nof section and subsections are for convenience of reference only, and shall not\nbe construed as a part of this Agreement, or as limiting or defining the scope\nof any term or provision hereof.\n\n                  23.9 COUNTERPARTS. This Agreement may be executed in any\nnumber of identical counterparts, any or all of which may contain signatures of\nless than all of the parties, and all of which shall be construed together as a\nsingle instrument.\n\n\n   4\n\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted as of the day and year first above written.\n\n                                      BORROWER:\n\n                                      WILSON INVESTORS - CALIFORNIA, LLC,\n                                      a Delaware limited liability company\n\n                                      By:   \/s\/ TOM SULLIVAN\n                                            ------------------------------------\n                                      Name:     TOM SULLIVAN\n                                            ------------------------------------\n                                      Its:      MANAGER\n                                            ------------------------------------\n\n\n                                      LENDER:\n\n                                      EQUITY OFFICE PROPERTIES MANAGEMENT CORP.,\n                                      a Delaware corporation\n\n                                      By:   \/s\/ STANLEY M. STEVENS\n                                            ------------------------------------\n                                      Name:     STANLEY M. STEVENS\n                                            ------------------------------------\n                                      Its:      VICE PRESIDENT\n                                            ------------------------------------\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9560,9567],"class_list":["post-41122","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41122","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41122"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41122"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41122"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41122"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}