Common use of Purchase Price; Loan Clause in Contracts

Purchase Price; Loan. (a) The purchase price for the 850 MHz License shall be $32,500,000, of which a portion will be payable by offset of the total outstanding principal amount and accrued interest on the Loan (as defined below) and the remainder of which will be payable by wire transfer of immediately available funds to Seller at the Closing (defined in Section 3). (b) As promptly as practicable following the execution and delivery of this Agreement by the parties hereto (including the voting agreement of certain holders owning not less than 39% of the outstanding shares of common stock of CVUSA), Purchaser will make an initial loan to Seller (the "Initial Loan") in the amount of $3,500,000, and, when Seller shall have made the FCC filings contemplated by Section 2(a) and CVUSA shall have obtained the stockholder approval contemplated by Section 13, Purchaser will make an additional loan in the amount of $2,000,000 (such loan, together with the Initial Loan and the loans that Purchaser may, in its sole discretion, make pursuant to Section 6, the "Loans") at 7.5% per annum, with interest and principal payable in full at the Closing by way of offset against the purchase price then due, as provided above, or on such earlier date as this Agreement may be terminated in accordance with its terms, provided that in the event of such a termination, such interest rate will be 18% per annum. The Loans will be secured by a first priority perfected security interest on all of the assets of Seller as to which a security interest may be granted, including, without limitation, the proceeds from such assets as well as from the sale or other transfer of FCC licenses, it being understood and agreed that (i) a vendor's security interest in certain equipment has been assigned to NewStart Factors, Inc. and (ii) the FCC licenses may not be subject to security interests as a matter of law. Purchaser's security interest will extend to after-acquired property and to proceeds, provided that Borrower will retain the right to enter into vendor financing and equivalent secured financing arrangements with respect to equipment acquired after the date hereof. CVUSA will guarantee the repayment in full of the Loans in accordance with its terms, and will secure its guarantee with a pledge of all of the outstanding shares of stock of CellularVision Capital Corp., the sole general partner of Seller, and all of the outstanding limited partnership interests in Seller, all of which are owned by CVUSA. The parties agree to prepare, review and negotiate in good faith and execute as promptly as practicable (and in any event prior to the funding of the Loans) mutually acceptable definitive documentation ((the "Loan Documents") in customary form for these financing transactions, including, without limitation, a Loan Agreement (including guaranty provisions), a Note, a Security Agreement (including pledge provisions), and UCC-1 forms. To the extent there is an inconsistency between the Loan Documents and this Agreement with respect to the Loans and related security arrangements, the Loan Documents shall control.