Business LOC Agreement

Business LOC Agreement

Lender Name:     Borrower Name:

Lender Address:

Borrower Address:

Recitals

WHEREAS, Lender agrees to make available to Borrower a revolving line of credit (the "Facility") pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Borrower desires to obtain and use advances under the Facility for business purposes in accordance with the Scope of Work and Permitted Uses set forth herein; and

WHEREAS, the parties intend that the Facility shall be available beginning on the Effective Date: , and continuing subject to the terms of this Agreement.

Scope of Work / Use of Proceeds

The proceeds of the Facility shall be used solely for the business purposes described below. Borrower shall not use Facility proceeds for personal, family or household purposes.

Credit Facility

Commitment: Subject to the conditions precedent set forth herein, Lender agrees to make advances to Borrower up to an aggregate principal amount not to exceed $ (the "Credit Limit").

Availability Period: Advances may be requested and funded during the period commencing on the Effective Date and ending on (the "Availability Period"), unless earlier terminated in accordance with this Agreement.

Draw Requests and Funding

Borrower shall request advances by delivering to Lender a written draw request executed by an authorized representative and containing such certifications and documents as Lender may reasonably require. Each draw request shall specify the amount requested, not to exceed the unused portion of the Credit Limit.

Payment Terms

Interest Rate: Outstanding principal under the Facility shall accrue interest at a rate equal to per annum, calculated on the basis of a 365-day year.

Late Fee: If any payment due under this Agreement is not received by Lender within days after the due date, Borrower shall pay a late fee equal to of the overdue amount, in addition to any default interest.

Application of Payments: Payments received will be applied first to accrued fees, then to accrued interest, then to principal, unless otherwise required by law or agreed in writing.

Term and Termination

Term: The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Acceleration: Upon the occurrence of an Event of Default (as defined below), Lender may, at its option, declare all amounts outstanding under the Facility immediately due and payable and may exercise any remedies available under this Agreement or applicable law.

Security and Collateral

Security: The obligations of Borrower under this Agreement shall be Secured    Unsecured

Representations, Warranties and Covenants

Borrower represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction, has all requisite power and authority to enter into this Agreement, and that the execution, delivery and performance of this Agreement has been duly authorized.

Borrower covenants to maintain its business and assets, comply with applicable laws, provide financial statements upon request, and promptly notify Lender of any Event of Default or material adverse change in its business, operations, or financial condition.

Default

Events of Default shall include, without limitation: (a) failure to pay principal, interest or other sums when due; (b) breach of any representation, warranty or covenant; (c) insolvency, dissolution or commencement of bankruptcy proceedings by or against Borrower; (d) cross-default under material agreements specified by Lender.

Upon an Event of Default, Lender may declare all Obligations immediately due and payable, impose default interest at a rate of above the stated rate, and pursue all remedies permitted by this Agreement and applicable law.

Confidentiality

Each party shall keep confidential all non-public information received from the other party relating to the terms of this Agreement, any draw requests, and any financial information, and shall not disclose such information except (a) as required by law or regulation, (b) to that party's affiliates, attorneys, accountants and other professional advisors who have a need to know and who are bound by confidentiality obligations, or (c) with the prior written consent of the other party.

A breach of this confidentiality obligation shall entitle the non-breaching party to injunctive relief, specific performance and any other remedies available at law or equity.

Notices

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in that state.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Lender may assign or transfer its rights to any affiliate or in connection with a financing, merger or sale of assets without Borrower's consent.

Entire Agreement

This Agreement, together with any schedules, security documents and draw request forms executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

Acknowledgments

Each party acknowledges that it has read and understands this Agreement, has had the opportunity to seek independent legal counsel, and that it enters into this Agreement voluntarily.

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