Borrower-Friendly Mortgage Agreement Template

"Applicable Law" means all laws, regulations, rules, orders and binding requirements of any governmental authority of competent jurisdiction that apply to a Party, the Loan, or the Mortgaged Property from time to time.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [City/Place of Payment] are authorized or required by Applicable Law to be closed.

"Event of Default" means any of the events or circumstances specified as such in the section of this Agreement entitled Events of Default and Notice and Cure Periods, following the expiry of any applicable notice and cure period.

"Interest Rate" means the fixed rate of interest of [Interest Rate]% per annum, as set forth in this Agreement.

"Loan" means the term loan in the principal amount of [Loan Amount] [Currency] to be advanced by the Lender to the Borrower under this Agreement.

"Loan Documents" means this Agreement and any other instrument, certificate or document executed by the Borrower in connection with the Loan that the Parties expressly designate in writing as a Loan Document.

"Maturity Date" means [Maturity Date], or such earlier date on which the Obligations become due and payable in accordance with this Agreement.

"Mortgaged Property" means the real property described in this Agreement, together with all buildings, structures, fixtures and improvements now or hereafter located thereon, and all appurtenant rights, easements and privileges, as more fully described in the section of this Agreement entitled Grant of Mortgage and Mortgaged Property.

"Obligations" means the unpaid principal of the Loan, accrued and unpaid interest thereon, and all other amounts expressly payable by the Borrower to the Lender under this Agreement, including reasonable and properly documented enforcement costs.

"Permitted Encumbrances" means the encumbrances, easements and restrictions affecting the Mortgaged Property that are disclosed in writing to the Lender prior to the Effective Date and listed in [Permitted Encumbrances], together with liens for taxes not yet due and payable.

Headings in this Agreement are for convenience only and shall not affect its interpretation. Words in the singular include the plural and vice versa; the word "including" means "including without limitation"; and references to sections are to sections of this Agreement. Any reference to a law includes that law as amended or re-enacted from time to time. No provision shall be construed against a Party by reason of that Party having drafted it.

Subject to the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower, and the Borrower agrees to borrow from the Lender, the Loan in the principal amount of [Loan Amount] [Currency].

The Loan shall be disbursed in [a single advance / number of installments] on [Disbursement Date], or on such other date as the Parties may agree in writing (the "Disbursement Date"), by transfer of immediately available funds to the account designated by the Borrower in writing: [Borrower Account Details].

The obligation of the Lender to disburse the Loan is conditional solely upon: the execution and delivery of this Agreement by both Parties; the registration or recording of the Mortgage in the form required under Applicable Law, or the delivery of all documents necessary for such registration; and delivery of evidence of the insurance required hereunder. The Lender shall cooperate in good faith and shall not impose additional conditions not stated in this Agreement.

The Lender shall disburse the Loan in full on the Disbursement Date once the foregoing conditions are satisfied or waived. Any unreasonable failure by the Lender to disburse the Loan when due shall entitle the Borrower to terminate this Agreement upon written notice and to require the release of the Mortgage at the Lender's cost.

The Borrower shall apply the proceeds of the Loan for [Purpose of the Loan] and for no unlawful purpose. The Lender shall have no responsibility for the application of the proceeds once disbursed.

Any fees, commissions or charges payable in connection with the origination or disbursement of the Loan shall be limited to [Origination Fee, if any], and no other fee shall be chargeable to the Borrower unless expressly set forth in this Agreement.

The Lender's records of amounts disbursed and repaid shall be prima facie evidence of the Obligations, in the absence of manifest error, and the Lender shall provide the Borrower with a statement of account within [number] Business Days of written request.

The outstanding principal amount of the Loan shall bear interest from and including the Disbursement Date until the date of full repayment at the fixed rate of [Interest Rate]% per annum. The Interest Rate shall remain fixed for the entire term of the Loan and shall not be subject to adjustment, indexation or variation for any reason, save as expressly provided in this Agreement.

Interest shall accrue daily and shall be computed on the basis of [a 360-day year / a 365-day year] and the actual number of days elapsed, on the outstanding principal balance.

Interest shall be payable [monthly / quarterly] in arrears on [Interest Payment Dates] and on the Maturity Date, as further provided in the section of this Agreement entitled Repayment Terms and Manner of Payment.

Interest shall not accrue on any amount of principal repaid from and including the date on which such repayment is received by the Lender in cleared funds.

If any amount of principal or interest is not paid when due, the overdue amount shall bear default interest at a rate of [Default Rate]% per annum, which shall not exceed [Maximum Default Rate Margin] percentage points above the Interest Rate, from the due date until the date of actual payment, after the expiry of the applicable cure period. Default interest shall not be compounded.

Notwithstanding any other provision of this Agreement, the total interest and charges payable by the Borrower shall not exceed the maximum permitted by Applicable Law. Should any amount charged exceed such maximum, the excess shall be automatically reduced and any excess already received shall be credited against principal or refunded to the Borrower.

Interest shall not be capitalized or added to principal, and no interest shall be charged on interest, except as may be mandatorily required by Applicable Law.

The Borrower shall repay the principal of the Loan [in [number] installments of [Installment Amount] each, payable on [Repayment Dates] / in a single installment on the Maturity Date], together with all accrued and unpaid interest, as set forth in this Agreement.

All payments by the Borrower shall be made in [Currency] in immediately available funds to the account of the Lender specified as follows: [Lender Account Details], or to such other account as the Lender may designate by not less than [number] Business Days' prior written notice.

If any payment falls due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and no additional interest or charge shall accrue by reason of such extension beyond the interest otherwise accruing for the extended period.

A payment shall be deemed made on the date on which the funds are credited to the Lender's designated account. The Borrower shall not be responsible for delays caused by the Lender's bank or by the Lender's failure to maintain a valid account.

All payments shall be made without set-off or counterclaim, except as otherwise provided herein, and free of deduction, except for any withholding required by Applicable Law. The Borrower shall not be obliged to pay any additional amounts on account of taxes imposed on the Lender's income, or on account of taxes on the Lender's capital.

Unless otherwise required by Applicable Law, each payment received shall be applied in accordance with the section of this Agreement entitled Application of Proceeds. The Lender shall issue a written receipt for each payment within [number] Business Days upon request.

The Lender shall send the Borrower a written payment reminder or statement not less than [number] days before each scheduled payment date. Any failure to send such a reminder shall not relieve the Borrower of its obligations but shall be taken into account in determining whether a payment default has occurred.

The Borrower may prepay the Loan, in whole or in part, at any time and from time to time, without premium, penalty, fee or charge of any kind.

The Borrower shall give the Lender not less than [number] Business Days' prior written notice of any voluntary prepayment, specifying the amount and proposed date of prepayment. Such notice may be revoked or amended by the Borrower by written notice prior to the prepayment date, without liability.

Any partial prepayment shall be applied against the outstanding principal installments in such order as the Borrower may elect in the notice or, in the absence of an election, in inverse order of maturity, and shall reduce the interest accruing on the prepaid principal from the date of receipt.

Any prepayment shall be accompanied by accrued interest on the amount prepaid up to the date of prepayment, but no other amount, including any break costs, indemnity, administrative fee or yield maintenance, shall be payable by reason of such prepayment.

Upon prepayment of the Loan in full together with accrued interest and any other Obligations then due, this Agreement shall terminate, other than provisions expressed to survive, and the Lender shall release the Mortgage in accordance with the section of this Agreement entitled Satisfaction and Release of Mortgage.

The Lender waives any right under any Loan Document or otherwise to refuse, delay, or condition acceptance of any voluntary prepayment made in accordance with this section.

As continuing security for the due and punctual payment and performance of the Obligations, the Borrower hereby grants, conveys and mortgages to the Lender a first-ranking mortgage (the "Mortgage") over the Mortgaged Property, being the real property situated at [Property Address], legally described as [Legal Description and Registry Reference], owned by the Borrower and comprising approximately [Area] in size.

The Mortgaged Property includes all buildings, structures and improvements now or hereafter erected thereon, all fixtures permanently attached thereto, and all easements and appurtenances belonging thereto. The Mortgaged Property excludes the Borrower's movable equipment, inventory, trade fixtures, accounts receivable and other personal property, which are not encumbered by this Agreement.

The Mortgage secures only the Obligations and shall not secure any other indebtedness of the Borrower to the Lender, whether existing or future, unless the Borrower agrees in writing. The maximum amount secured by the Mortgage shall not exceed [Maximum Secured Amount].

The Borrower shall remain in possession and full use and enjoyment of the Mortgaged Property, and shall be entitled to operate its business thereon, and to collect and retain all rents, income and profits from the Mortgaged Property, unless and until an Event of Default has occurred and is continuing and the Lender has given notice in accordance with this Agreement.

The Parties shall take all actions reasonably required to register or record the Mortgage with the competent registry at [Registry]. Registration and recording costs shall be borne by [Party Responsible for Registration Costs].

The Mortgage shall be a continuing security and shall remain in effect until the Obligations have been paid in full, whereupon it shall be released in accordance with this Agreement. The Lender shall not be entitled to assign the Mortgage separately from the Obligations, and any assignment shall be subject to the Borrower's rights hereunder.

The Borrower represents and warrants to the Lender, as of the Effective Date and as of the Disbursement Date, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has full power and authority to enter into and perform this Agreement.

The execution, delivery and performance of this Agreement by the Borrower have been duly authorized by all necessary corporate or other action, and this Agreement constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally.

The Borrower is the lawful owner of the Mortgaged Property, which is free of any lien or encumbrance other than the Mortgage and the Permitted Encumbrances, to the Borrower's knowledge.

To the Borrower's knowledge, there is no pending or threatened litigation, arbitration or governmental proceeding against the Borrower that would reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations hereunder or on the Mortgaged Property.

The execution and performance of this Agreement by the Borrower do not violate its constitutional documents, any Applicable Law binding on it, or any material agreement to which it is a party.

The Lender represents and warrants to the Lender's own account that it is duly organized and validly existing, has full power and authority to enter into and perform this Agreement, is duly licensed to the extent required by Applicable Law to make the Loan, and that this Agreement constitutes its legal, valid and binding obligation.

The representations and warranties of the Borrower are made to the best of its knowledge only where expressly so qualified, and the Lender's remedies for any inaccuracy shall be limited to those provided in this Agreement, subject to the notice and cure rights of the Borrower hereunder.

For so long as any Obligations remain outstanding, the Borrower shall maintain its legal existence and shall conduct its business in the ordinary course and in material compliance with Applicable Law.

The Borrower shall maintain the Mortgaged Property in good repair and condition, ordinary wear and tear excepted, and shall not commit or permit material waste thereof. The Borrower may make alterations, additions and improvements to the Mortgaged Property in the ordinary course of its business without the Lender's consent, provided that such alterations do not materially diminish the value of the Mortgaged Property.

The Borrower shall not sell, transfer or create any further mortgage or lien over the Mortgaged Property, other than Permitted Encumbrances, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

The Borrower shall permit the Lender or its authorized representatives, upon not less than [number] Business Days' prior written notice and during normal business hours, to inspect the Mortgaged Property not more than [number] times in any calendar year, at the Lender's expense and without unreasonable interference with the Borrower's business.

The Borrower shall deliver to the Lender, within [number] days after the end of each financial year, its annual financial statements, and shall promptly notify the Lender of any event which constitutes, or with the passage of time would constitute, an Event of Default.

The Lender shall keep confidential all non-public information concerning the Borrower and its business received in connection with this Agreement, and shall not use it for any purpose other than the administration and enforcement of the Loan, except as required by Applicable Law.

The Lender shall, at the Borrower's request, promptly execute such documents and take such further actions as are reasonably necessary to give effect to this Agreement, including the registration and, upon repayment, the discharge of the Mortgage.

The Borrower shall keep the buildings and improvements forming part of the Mortgaged Property insured, with a reputable insurer, against loss or damage by fire and other risks customarily insured against for property of a similar nature and use, in an amount not less than [Insurance Coverage Amount or the full replacement value].

The Borrower may select the insurer and the insurance broker of its choice, provided that the insurer is of recognized financial standing, and the Lender shall not require the Borrower to purchase insurance from any particular insurer or through the Lender or its affiliates.

The Lender shall be named as mortgagee and loss payee under the property insurance policy to the extent of its interest in the Mortgaged Property. The Borrower shall deliver to the Lender evidence of such insurance on or before the Disbursement Date and, upon request, upon each renewal.

In the event of loss or damage, the Borrower shall promptly notify the Lender and the insurer. Insurance proceeds not exceeding [Threshold Amount] shall be paid directly to the Borrower for the repair or reinstatement of the Mortgaged Property.

Insurance proceeds exceeding the Threshold Amount shall be held and applied to the repair or reinstatement of the Mortgaged Property, to be released to the Borrower progressively against evidence of the works, unless the Borrower elects not to repair, in which case such proceeds shall be applied to the Obligations, and the balance shall be paid to the Borrower.

If the Borrower fails to maintain the required insurance and such failure continues after the cure period provided herein, the Lender may, but shall not be obligated to, procure such insurance at reasonable market cost, and the premium so paid shall be repayable by the Borrower on demand with interest at the Interest Rate.

The Borrower shall pay, before they become delinquent, all taxes, assessments, rates, levies and other governmental charges ("Impositions") imposed upon the Mortgaged Property or upon the Borrower's ownership or use thereof.

The Borrower shall, upon written request of the Lender made not more than once in any 12-month period, furnish evidence of payment of the Impositions within [number] days.

The Borrower may, in good faith and by appropriate proceedings, contest the validity or amount of any Imposition, provided that it has set aside adequate reserves where required by applicable accounting standards, and that such contest does not create a material risk of forfeiture or sale of the Mortgaged Property.

The Lender shall not require the Borrower to establish any escrow, reserve or impound account for Impositions or insurance premiums, unless an Event of Default has occurred and is continuing.

If the Borrower fails to pay any Imposition when due and such failure continues beyond the applicable cure period, the Lender may, after written notice to the Borrower, pay the same, and the amount so paid, supported by reasonable documentation, shall be reimbursed by the Borrower on demand with interest at the Interest Rate.

All taxes, stamp duties and registration charges arising from the execution and registration of this Agreement and the Mortgage shall be borne by [Party Responsible]. Any taxes on the income, profits or capital of the Lender shall be borne exclusively by the Lender.

Each of the following shall constitute an Event of Default: the Borrower fails to pay any installment of principal or interest when due and such failure continues for [number] Business Days after the Borrower's receipt of written notice from the Lender specifying the failure.

The Borrower fails to perform or observe any other material covenant or obligation under this Agreement, and such failure, if capable of remedy, is not remedied within [number] days after the Borrower's receipt of written notice from the Lender specifying the failure in reasonable detail; provided that if such failure cannot reasonably be cured within such period, the cure period shall be extended for such additional period as is reasonably necessary, so long as the Borrower is diligently pursuing the cure.

Any representation or warranty made by the Borrower in this Agreement proves to have been materially incorrect when made, and, if capable of remedy, the circumstances are not remedied within [number] days after written notice from the Lender.

The Borrower commences voluntary insolvency or bankruptcy proceedings, or an involuntary proceeding is commenced against it and is not dismissed within [number] days.

No Event of Default shall arise from any matter that is not material, nor from any failure the Lender has waived in writing. The Lender shall not be entitled to treat any event as an Event of Default unless it has given all notices and the cure periods have expired.

The Borrower shall have the right to cure any default at any time before the Lender has commenced enforcement of the Mortgage, by paying all overdue amounts and remedying any other default, and upon such cure the default shall be deemed not to have occurred and any acceleration shall be rescinded.

The Lender shall give notice of default in writing in accordance with the section of this Agreement entitled Notices, and any notice that fails to specify the nature of the default, the action required to cure it, and the applicable cure period shall be ineffective for the purposes of this Agreement.

Upon the occurrence of an Event of Default that is continuing, the Lender may, by a further written notice to the Borrower of not less than [number] days, declare the Obligations immediately due and payable, and the Lender shall not be entitled to accelerate the Obligations without such notice.

Following such acceleration and the expiry of the further notice period, the Lender may enforce the Mortgage in accordance with Applicable Law, including through judicial proceedings or any other procedure available to a mortgagee under Applicable Law, provided that any sale of the Mortgaged Property shall be conducted in a commercially reasonable manner, by public auction or other open process, following not less than [number] days' prior written notice to the Borrower of the time, place and terms of sale.

The Lender shall use reasonable efforts to obtain a fair market price for the Mortgaged Property upon any sale and shall be liable to the Borrower for any loss resulting from the Lender's failure to do so, to the extent permitted by Applicable Law.

The Borrower shall retain the right to redeem the Mortgaged Property at any time prior to completion of the sale by paying all Obligations then due, together with reasonable and documented enforcement costs incurred.

The Lender may not appoint a receiver or take possession of the Mortgaged Property or any income therefrom except following an Event of Default that is continuing, after the expiry of all applicable notice and cure periods, and in accordance with Applicable Law. Any receiver so appointed shall account to the Borrower for all income received.

The Lender shall be entitled to recover from the Borrower only the reasonable and properly documented costs of enforcement actually incurred. The rights of the Lender against the Borrower shall be limited to [recourse to the Mortgaged Property and the Borrower / the Mortgaged Property only], and the Lender waives any right to claim a deficiency from the Borrower's other assets to the extent permitted by Applicable Law and agreed in this Agreement as [Recourse Option].

No failure or delay by the Lender in exercising any remedy shall operate as a waiver, but the Lender shall not be entitled to exercise remedies in a manner that is oppressive or in bad faith.

All moneys received by the Lender from the enforcement of the Mortgage, or from the sale of the Mortgaged Property following an Event of Default, shall be applied in the following order: first, to the reasonable and documented costs and expenses of the sale and enforcement, including those of any receiver; second, to accrued and unpaid interest on the Loan; third, to the outstanding principal of the Loan; and fourth, to any other Obligations then due.

Any surplus remaining after the payment in full of the Obligations shall be paid promptly, and in any event within [number] Business Days, to the Borrower or to any other person lawfully entitled thereto, without deduction or set-off, other than amounts owed to holders of subordinate encumbrances as required by Applicable Law.

Payments received by the Lender other than in connection with enforcement shall, absent a contrary written instruction from the Borrower, be applied first to accrued interest, then to principal, then to any other amounts due and payable under this Agreement.

Insurance proceeds and condemnation or expropriation proceeds shall be applied in accordance with the section of this Agreement entitled Insurance of the Mortgaged Property and, where applicable, to the Obligations in the order set forth in this section.

The Lender shall, within [number] Business Days after any application of proceeds under this section, deliver to the Borrower a written accounting setting out the amounts received and their application.

If the proceeds are insufficient to discharge the Obligations in full, the Borrower's liability for any shortfall shall be determined in accordance with the section of this Agreement entitled Remedies and Enforcement of the Mortgage.

Upon payment in full of the Obligations, the Mortgage and all rights of the Lender in the Mortgaged Property shall automatically terminate and be of no further force or effect.

Within [number] Business Days after the Borrower's written request following such payment in full, the Lender shall, at the Lender's own cost, execute, acknowledge and deliver to the Borrower a duly executed instrument of release and discharge of the Mortgage in recordable form, together with the originals of any title documents held by the Lender, and shall take all steps necessary to cancel the registration of the Mortgage in the registry.

If the Lender fails to deliver the release within the period specified above, the Borrower may, in addition to any other remedy, deliver a second written notice to the Lender, and if the Lender fails to comply within [number] Business Days thereafter, the Lender shall pay to the Borrower liquidated damages of [Daily Amount] per day of delay, and the Borrower shall be entitled to apply to a court or competent authority for an order of discharge, at the Lender's expense.

The Lender shall, upon request, deliver a payoff statement setting out the amounts required to discharge the Obligations as of a specified date within [number] Business Days after such request.

Upon release, the Lender shall return to the Borrower all insurance policies, certificates, and other documents delivered by the Borrower in connection with the Mortgage and shall release any rights of assignment of rents or insurance proceeds.

The Lender's obligations under this section shall survive the termination of this Agreement.

All notices, requests, demands and other communications under this Agreement shall be in writing in the English language and shall be delivered by hand, by recognized international courier, by registered mail, or by email with confirmation of transmission, to the addresses set forth below.

Notices to the Lender shall be addressed to: [Lender Name], Attention: [Lender Contact Person], Address: [Lender Notice Address], Email: [Lender Email].

Notices to the Borrower shall be addressed to: [Borrower Name], Attention: [Borrower Contact Person], Address: [Borrower Notice Address], Email: [Borrower Email], with a copy (which shall not constitute notice) to: [Borrower's Counsel Name and Address].

A notice shall be deemed received: if delivered by hand, upon delivery; if sent by courier, on the [number] Business Day after dispatch; if sent by registered mail, on the [number] Business Day after posting; and if sent by email, on the Business Day of transmission if sent before [time] local time of the recipient, and otherwise on the next Business Day, provided that no notice of default or acceleration shall be effective if sent only by email.

Either Party may change its address or contact details for notices by giving not less than [number] Business Days' written notice to the other Party.

Any notice of default, acceleration, or enforcement given by the Lender shall be sent simultaneously by courier or registered mail and by email, and shall comply with the requirements of the section of this Agreement entitled Events of Default and Notice and Cure Periods.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without giving effect to any choice-of-law rules that would require the application of the laws of another jurisdiction, save that the creation, registration and enforcement of the Mortgage shall be governed by the laws of the place where the Mortgaged Property is situated.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a "Dispute") through good faith negotiations between senior representatives of the Parties for a period of [number] days following written notice of the Dispute.

If the Dispute is not resolved by negotiation, the Parties shall attempt to resolve it by mediation under the rules of [Mediation Institution] for a period of [number] days before commencing any proceedings, unless urgent interim relief is required.

Any Dispute not resolved through negotiation or mediation shall be finally resolved by [arbitration under the rules of [Arbitration Institution], seated in [Seat of Arbitration], by [number] arbitrator(s), in the English language / the courts of [Jurisdiction of Courts], to whose exclusive jurisdiction the Parties submit].

Nothing in this section shall prevent a Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction, nor prevent the Lender from commencing enforcement proceedings against the Mortgaged Property in the courts of the place where it is situated, after complying with all notice and cure requirements of this Agreement.

The prevailing Party in any proceedings relating to a Dispute shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court.

Pending resolution of any Dispute, each Party shall continue to perform its obligations under this Agreement, other than the obligations that are the subject of the Dispute, and the Lender shall not exercise any remedy in respect of any amount which the Borrower is disputing in good faith and has paid into escrow or otherwise secured.

This Agreement, together with the Loan Documents, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating thereto.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid replacement provision that most nearly reflects their original intent.

The Borrower may not assign its rights or obligations under this Agreement without the prior written consent of the Lender, not to be unreasonably withheld. The Lender may assign its rights only with the prior written notice to the Borrower and only to a financial institution that assumes all of the Lender's obligations hereunder, and no such assignment shall increase the Borrower's costs or burdens or adversely affect its rights hereunder.

The Lender shall indemnify the Borrower against any loss, cost or expense arising from the Lender's gross negligence, willful misconduct or breach of this Agreement, including any wrongful enforcement action.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement, save as otherwise provided herein. Provisions that by their nature are intended to survive the termination of this Agreement, including those relating to release of the Mortgage, confidentiality and dispute resolution, shall so survive.

This Agreement may be executed in counterparts, including by electronic signature or electronically transmitted copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.