Loan Agreement & Promissory Note

WHEREAS, Payor has been admitted to the twelve (12) consecutive month Accelerated Program for Non-Nurses (“APNN” or “the one-year APNN”) sponsored by the University’s School of Nursing, intends to commence the APNN in [Month APNN to Start], and expects to graduate from the APNN in [Month APNN to End]; and

WHEREAS, Payor desires to obtain a Baccalaureate degree in Nursing from the University’s School of Nursing though the APNN, with the goal of obtaining licensure as a Registered Nurse from the New York State Education Department; and

WHEREAS, upon completion of the APNN, Payor intends to take the National Council Licensure Examination for Registered Nurses (NCLEX-RN); and

WHEREAS, subject to the terms and conditions hereof and the accompanying Promissory Note, the University desires to make a loan (“Loan”) in the amount of ["Principal Loan Amount"] to Payor for Payor's enrollment in the one-year APNN; and

WHEREAS, the Loan shall be used solely to pay for tuition for the APNN and for no other purpose; and

WHEREAS, Payor desires to enter into the Loan, upon the terms and conditions hereinafter set forth and as set forth in the accompanying Promissory Note, and voluntarily agrees and accepts the repayment and loan forgiveness terms specified herein and in the accompanying Promissory Note, as well as the requirement to perform services as a Registered Nurse for Strong Memorial Hospital or Highland Hospital ("the Assigned Hospital") for the period of time set forth herein and in the accompanying Promissory Note;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:

Subject to the terms and conditions hereof and that certain Promissory Note executed by Payor in amount of the Principal Loan Amount and evidencing the Payor’s obligation to repay the Loan (the Promissory Note and this Agreement are, collectively, referred to herein as the "Loan Documents"), the University agrees to make the Loan to Payor and Payor agrees to accept the Loan according to the following terms:

1. The proceeds of the Loan shall be used exclusively to pay for the Payor's tuition to participate as a full-time student in the one-year APNN;
2. Any and all unpaid principal on the Loan shall accrue interest at an annual rate of seven percent (7.00%).

1. To induce the University to enter into this Agreement, Payor covenants to the University with respect to each of the following:
   1. to maintain full-time status in the one-year APNN;
   2. to participate in all required classes and activities associated with the one-year APNN;
   3. to earn at least a cumulative average grade of 73.00% in all classes required by the one-year APNN;
   4. to complete and graduate from the APNN at the conclusion of twelve (12) consecuative months after commencing participation in the APNN;
   5. to take the National Council Licensure Examination for Registered Nurses (NCLEX-RN) as soon as possible after graduating from the one-year APNN; and
   6. to obtain a license from the New York State Education Department to practice as a Registered Nurse in the State of New York as soon as possible after graduating from the one-year APNN, but in no event more than three (3) months after graduating from the one-year APNN.
2. To further induce the University to enter into this Agreement and as a condition of receiving the Loan and forgiveness of the Loan (in accordance with this Agreement and the Note), in addition to the covenants set for in Paragraph 2(a) of the Agreement, Payor also covenants to the University as follows:
   1. after graduating from the one-year APNN and obtaining a license from the State of New York to work as a Registered Nurse, Payor shall be offered full-time employment as a Registered Nurse at the Assigned Hospital and Payor shall accept the offer to be a full-time employee of the Assigned Hospital as a Registered Nurse for a service period of three (3) consecutive years (“Service Period”);
   2. Payor agrees to begin said full-time employment with the Assigned Hospital within three (3) months of graduation from the one-year APNN; and
   3. Payor agrees to make best efforts to meet all performance standards and expectations that may be expressed or communicated from time to time by appropriate personnel of the Assigned Hospital.

Payor understands and agrees that any time during which Payor takes a leave of absence from work as a full-time Registered Nurse at the Assigned Hospital during the three (3) year period after graduating from the one-year APNN will not count toward Payor’s satisfaction of the three (3) year Service Period. Moreover, notwithstanding the provisions in Section 2(b), the Parties understand that Payor’s employment by the Assigned Hospital shall be in the position of an at-will employee and that the provisions of this Agreement do not modify the Payor’s status as an at-will employee of the Assigned Hospital, that Payor’s employment may be terminated by the Assigned Hospital at any time, and that Payor is obligated to repay the Principal Loan Amount and any accrued interest in accordance with the provisions of the Promissory Note if Payor’s employment by the Assigned Hospital is terminated (voluntarily or involuntarily) prior to conclusion of the Service Period.  As for Payor’s employment by the Assigned Hospital, it is understood and agreed by and between the Parties that the offer of employment to Payor shall be consistent with the terms and conditions of employment offered to any other Registered Nurse newly employed by the Assigned Hospital relative to hourly rate of pay, benefits provided, and other terms and conditions of employment offered to Payor. 

1. Notwithstanding anything in this Agreement to the contrary, and subject to the terms and conditions of the Loan Documents, the Parties agree that the Loan shall be forgiven in each year of the Service Period, in accordance with the schedule set forth in Paragraph 3(c) of the Promissory Note, in an amount no greater than one hundred percent (100%) of the Principal Loan Amount if Payor satisfies and works for the Assigned Hospital for the entire Service Period.  In each year of the Service Period when a portion of the Loan is forgiven, the University shall treat the applicable portion of the forgiven loan as taxable income to Payor and the University shall withhold and/or report federal and state taxes in the manner and to the extent required by applicable tax laws.
2. The University shall have the right to demand repayment of the Loan and all accrued interest, upon the terms set forth in the accompanying Note, in the following circumstances: if Payor does not commence full-time employment as a licensed Registered Nurse employed by the Assigned Hospital within three (3) months of the date Payor graduates from the one-year APNN; if Payor withdraws from the one-year APNN; if the University removes Payor from the one-year APNN for any reason; if Payor fails to earn at least a cumulative average grade of 73.00% in all classes required by the one-year APNN; if Payor fails to successfully complete or graduate from the one-year APNN; if Payor fails to obtain a license to work as a Registered Nurse in the State of New York after graduating from the one-year APNN; or if Payor’s employment by the Assigned Hospital is terminated (voluntarily or involuntarily) before having completed the Service Period.  Upon occurrence of any of the foregoing conditions, interest on the Loan shall begin to accrue and the Payor shall become obligated to remit payment in full of the Loan amount (along with any accrued interest) to the University in accordance with the terms of the accompanying Promissory Note. 
3. Notwithstanding anything in this Agreement to the contrary, in the event that Payor’s employment at the Assigned Hospital is terminated prior to the end of the Service Period due to Payor’s death or disability (as evidenced by the receipt of long-term disability benefits under the Assigned Hospital’s long-term disability plan), the Loan shall be automatically forgiven and Payor shall have no obligation to repay any portion of the Loan then outstanding.

1. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Agreement:
   1. any use of the proceeds of the Loan for any purpose other than my participation in the one-year APNN;
   2. failure to perform in accordance with the Loan Documents and failure to correct any such failure within ten (10) calendar days of its occurrence;
   3. any material breach of any covenant, agreement, provision, representation, warranty or certification in the Loan Documents;
   4. any statement or representation Payor makes to the University in connection with this Note is false, untrue, or fraudulent;
   5. failure to remit timely payment of the Loan proceeds in accordance with the Loan Documents;
   6. Payor is the subject of a proceeding in bankruptcy or admits in writing to an inability to pay debts as they become due; or
   7. Payor withdraws from the one-year APNN prior to completion and becomes responsible for repayment of any "earned" portion of the Loan based on the University/Federal refund policy and the date of withdrawal.

2. The University shall provide Payor with notice of an Event of Default. Payor shall have ten (10) calendar days from the date of the delivery of the notice to cure the Event of Default unless the Parties agree to a different cure period.

3. If there is an Event of Default that remains uncured as provided herein, the University shall have the option to accelerate the Loan and declare the entire outstanding principal and interest balance under the Promissory Note to be immediately due and payable, whereupon the same shall become due and payable in full, without presentment, demand, protest or notice of protest, all of which the Payor hereby waives. 

4. Payor shall pay on demand all costs and expenses reasonably incurred by the University in enforcing its rights and remedies under the Loan Documents (including reasonable attorneys’ fees and costs).

1. All notices, requests, instructions, claims, demands and other communications hereunder pursuant to or related to the Loan Documents shall be in writing and shall be deemed given upon (a) confirmed delivery by a standard overnight carrier or when delivered by hand, or (b) the expiration of five (5) business days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective parties at the following addresses (or such other address for a Party, as evidenced in a notice sent in accordance with this Section 5(a)):

1. Term.  The term of this Agreement shall begin on the Effective Date and end on the date that all amounts due under the Loan have either been forgiven in accordance with this Agreement or repaid in full.

2. Change of Name, Status, Address, etc.  Payor agrees to promptly inform the University in writing of any changes in Payor’s name, address, telephone number, or enrollment status during the term of this Agreement.

3. Entire Agreement; Amendment.  This Agreement, along with the terms and conditions set forth in the Promissory Note, represents the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings or agreements, and may not be modified or amended except by an agreement in writing signed by each Party. 

4. Severability.  The provisions of this Agreement will be considered severable, so that the invalidity or unenforceability of any provisions will not affect the validity or enforceability of the remaining provisions; provided that no such severability will be effective if it materially changes the agreement contained herein.

5. Waiver.  The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, will not act as a bar to subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

6. Remedies Cumulative; Waiver.  All remedies provided for in this Agreement are cumulative and shall be in addition to any and all other rights and remedies available to the University at law or in equity.  The failure of the University to require the performance of any term or obligation of this Agreement, or the waiver by the University of any breach of this Agreement, will not act as a bar to subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

7. Governing Law; Jurisdiction; Venue.  The validity, construction, interpretation, performance, and enforcement of this Agreement shall be governed by and construed under the laws of the State of New York. Any action or proceeding to enforce the terms of this Agreement shall be commenced in a Court of competent jurisdiction located in the County of Monroe, State of New York. 

8. Jury Trial Waiver.  Payor and Lender hereby waive their respective right to a jury trial in any legal proceeding arising out of or relating in any way to the loan documents.