Financial Revolving Note

FINANCIAL REVOLVING NOTE

This Financial Revolving Note (the Note) is made effective as of between the parties set forth below.

Parties and Contact Information

Principal, Credit Limit and Availability

Lender agrees to make revolving credit advances to Borrower up to an aggregate principal amount not to exceed $ (the Credit Limit). Advances shall be made in the form and manner described in this Note and shall be repayable as provided herein. The Borrower may request advances during the Availability Period ending on .

Definitions

For purposes of this Note, “Business Day” means any day on which banks are open for general commercial banking in the jurisdiction of the Lender; “Default” has the meaning set forth in the Events of Default section; “Maturity Date” means the final date for repayment of outstanding principal and accrued interest, which shall be .

Advances; Method of Borrowing

Borrower may request an advance by providing written or electronic notice to Lender in the manner set forth in the Notices section. Each request for an advance shall specify the amount requested, the requested funding date (which must be a Business Day), and the designated account for deposit. Lender may approve or decline any request in its reasonable discretion if the request would cause the outstanding principal to exceed the Credit Limit.

Interest Rate; Calculation

Interest on outstanding principal shall accrue at a rate per annum equal to percent (% ). Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed and shall be payable as provided below. Interest shall be payable monthly in arrears on the day of each month.

Payments and Prepayments

Borrower shall pay all accrued and unpaid interest and all principal outstanding on the earliest of (a) the Maturity Date, (b) the date of termination of this Note by Lender in accordance with the terms hereof, or (c) the date that a Default occurs and is continuing. Borrower may prepay principal in whole or in part at any time without premium or penalty, provided that any partial prepayment shall be accompanied by accrued interest to the date of prepayment.

Fees; Expenses; Late Charges

Borrower agrees to pay customary fees and third-party expenses incurred by Lender in connection with the administration of this Note, including reasonable attorneys’ fees and enforcement costs upon an Event of Default. Late payments shall incur a late charge equal to the greater of $25.00 or % of the overdue amount.

Security and Guarantees

This Note is Secured Unsecured.

Representations and Warranties

Borrower represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) the execution, delivery and performance of this Note have been duly authorized; (c) this Note constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (d) no consent, approval or authorization of any governmental authority or third party is required for the Borrower to perform its obligations under this Note except as disclosed in writing to Lender.

Events of Default; Remedies

The occurrence of any of the following shall constitute an Event of Default: (a) Borrower fails to pay any amount when due; (b) Borrower breaches any representation, warranty or covenant contained herein and fails to cure within any applicable cure period; (c) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for Borrower or its property; or (d) any other material adverse change in Borrower’s financial condition occurs. Upon an Event of Default, Lender may, at its option, declare all outstanding obligations immediately due and payable and exercise all rights and remedies available at law and in equity.

Notices

All notices, demands or communications required or permitted hereunder shall be in writing and delivered to the addresses set forth in the Parties and Contact Information section or such other address as a party designates by notice in accordance with this section. Notices shall be effective upon receipt.

Assignment; Amendments; Waivers

Neither this Note nor any interest herein nor any right or obligation hereunder may be assigned by Borrower without the prior written consent of Lender. Lender may assign all or any portion of its rights hereunder without consent. Any amendment or waiver of any provision of this Note must be in writing and signed by the party against whom enforcement is sought.

Governing Law; Jurisdiction

This Note shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising out of this Note.

General Provisions

If any provision of this Note is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Note are for convenience only and shall not affect interpretation. This Note may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

Sign Now