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What are the terms of the loan. If it is a loan then the entirety of the loan from the date it was lent inures to Owasco. There should be terms associated with the loan. I propose that the terms I can accept are a 10 year loan at 1.5% to be at the conclusion of the 10 years in a balloon payment if not paid in full before the 10 years from , 2017
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> On Mar 31, 2018, at 10:32 PM, Mesires, George R. <George.Mesires@FaegreBD.com> wrote:
>
> Thank you, Mervyn.
>
> For the Assignment, because Hunter agrees that the payment may be made, it is not necessary for the Assignment to include the payment as a condition precedent. But nonetheless I will send a clean copy with it back in.
>
> Thank you for your assistance in getting this matter resolved.
>
> George
>
> George R. Mesires
> Partner
> george.mesires@FaegreBD.com Download vCard
> D: +1 312 356 5101 | M: +1 312 972 4151
>
> Faegre Baker Daniels LLP
> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>
> On Mar 31, 2018, at 3:45 PM, Mervyn Yan <mervyn.yan@gmail.com> wrote:
>
>> George,
>>
>> Please find the executed docs.
>>
>> For assignment agreement, please add back 6(ii) to the agreement, as Hunter and I agreed and initialized it. I shall have HWV member signed asap.
>>
>>
>> Thanks,
>> Mervyn
>>
>>
>>> On Fri, Mar 30, 2018 at 9:31 PM, Mesires, George R. <George.Mesires@faegrebd.com> wrote:
>>> Mervyn:
>>>
>>>
>>>
>>> Attached are redlined and clean execution versions of the Assignment and the Amended LLC Agreement. Please review and sign where indicated, and arrange for Hudson West V’s signature too. I believe that these revisions address the questions/comments you provided earlier today.
>>>
>>>
>>>
>>> With respect to the banking authorizations, I understand that you and Hunter will arrange to obtain all necessary authorizations such that Owasco will have access and co-signatory authorization as contemplated.
>>>
>>>
>>>
>>> I am circulating these proposed revisions to you and Hunter simultaneously, and are thus subject to his final review and signature.
>>>
>>>
>>>
>>> Please contact me with any questions.
>>>
>>>
>>>
>>> Thank you.
>>>
>>>
>>>
>>> George
>>>
>>>
>>>
>>> George R. Mesires
>>> Partner
>>> george.mesires@FaegreBD.com Download vCard
>>> D: +1 312 356 5101 | M: +1 312 972 4151
>>>
>>> Faegre Baker Daniels LLP
>>> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>>>
>>>
>>>
>>>
>>>
>>> From: Mervyn Yan [mailto:mervyn.yan@gmail.com]
>>> Sent: Friday, March 30, 2018 7:46 PM
>>>
>>>
>>> To: Mesires, George R.
>>> Subject: Re: Hudson
>>>
>>>
>>> George,
>>>
>>>
>>>
>>> I spoke to HWV member and Hunter. Hunter doesn’t care those $15k and $239k break rent cause. He just wants to get done.
>>>
>>>
>>>
>>> I have no further comments. If you can speak and confirm those two points, we are ready to execute. Try to sort out the banking authorization next step.
>>>
>>>
>>>
>>> I am available on cell 917-402-0017
>>>
>>>
>>>
>>> Thanks,
>>>
>>> Mervyn
>>>
>>>
>>>
>>>
>>>
>>> On Fri, Mar 30, 2018 at 14:04 Mesires, George R. <George.Mesires@faegrebd.com> wrote:
>>>
>>> Thanks, Mervyn. I will review and further revise as appropriate. As I indicated, timing is important – I am available anytime this weekend. George
>>>
>>>
>>>
>>> From: Mervyn Yan [mailto:mervyn.yan@gmail.com]
>>> Sent: Friday, March 30, 2018 1:01 PM
>>> To: Mesires, George R.
>>> Cc: Hunter
>>> Subject: Re: Hudson
>>>
>>>
>>>
>>> I need to speak to Hudson West V member this evening.
>>>
>>>
>>>
>>> In a quick glance, I don't see issues other few points
>>>
>>>
>>>
>>> On LLC Agreement
>>>
>>>
>>>
>>> 1. Page 2, CHC propuse to arrange financing etc is not applicable since CHC is not the end user, the wording should be reflexing as such, at CHC best effort to arrange financing.
>>>
>>>
>>>
>>> 2. Page 7, Section 3.4b, need to classify the money is equity or loan at distribution, if it is a loan, that is before distribution to the members.
>>>
>>>
>>>
>>> 3. Page 8, Section 4.2a, CHC Manager shall be initially Mervyn Yan
>>>
>>>
>>>
>>> 4. Page 10, Section 4.6 please delete the last sentence. The retainer has been paid.
>>>
>>>
>>>
>>> 5. Page 12 Section 4.17, I understood RHB doesn't want to reimburse $15k to CHC, other than the actual costs of such expenses. I need both HWV and Hunter to agree.
>>>
>>>
>>>
>>> 6. Page 19. "Company Loan" definition is now deleted, need to think about who is contributing the capital in this case.
>>>
>>>
>>>
>>> On Assignment Agreement
>>>
>>>
>>>
>>> 1. Page 2. 2(vii) without appropriate compliance with the registration provision of the Securities Act language is not acceptable.
>>>
>>>
>>>
>>> 2. Page 3, 6(ii) regarding payment of $259k I think Hunter doesn't want to make that as closing condition.
>>>
>>>
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>>> On Fri, Mar 30, 2018 at 1:19 PM, Mesires, George R. <George.Mesires@faegrebd.com> wrote:
>>>
>>> Mervyn:
>>>
>>>
>>>
>>> Are you not able to push it forward today? The timing is sensitive.
>>>
>>>
>>>
>>> George
>>>
>>>
>>>
>>>
>>>
>>> From: Mervyn Yan [mailto:mervyn.yan@gmail.com]
>>> Sent: Friday, March 30, 2018 12:13 PM
>>> To: Mesires, George R.
>>> Subject: Re: Hudson
>>>
>>>
>>>
>>> I am working on it this weekend.
>>>
>>>
>>>
>>>
>>>
>>> On Fri, Mar 30, 2018 at 12:36 Mesires, George R. <George.Mesires@faegrebd.com> wrote:
>>>
>>> Mervyn:
>>>
>>>
>>>
>>> Checking in. Have you reviewed the revisions?
>>>
>>>
>>>
>>> Thank you.
>>>
>>>
>>>
>>> George
>>>
>>> George R. Mesires
>>> Partner
>>> george.mesires@FaegreBD.com Download vCard
>>> D: +1 312 356 5101 | M: +1 312 972 4151
>>>
>>> Faegre Baker Daniels LLP
>>> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>>>
>>>
>>>
>>
>> <Assignment and Assumption of Hudson Membership Interests (initialled).pdf>
>> <Hudson West III LLC - 2nd A&R LLC Agreement Executed.pdf