Financing Agreement Letter

FINANCING AGREEMENT LETTER

Date:

Parties

Recitals

This Financing Agreement Letter (the Agreement) sets forth the principal terms and conditions under which Lender will provide financing to Borrower. The parties intend that this Agreement constitute a binding obligation upon execution below and that, upon satisfaction of the conditions set forth herein, Lender will advance the financing described in Section 1.

1. Financing Terms

Interest Rate (annual, fixed): %

Term: months   Repayment Start Date:

2. Disbursement and Use

Disbursement Conditions: Lender will disburse the principal amount to Borrower upon satisfaction of the conditions precedent set forth in Section 6. Disbursement shall be made to the account specified by Borrower: Account Details:

3. Prepayment, Default, and Remedies

Prepayment: Prepayment permitted without penalty   If prepayment fee applies, Fee:

Late Fee (if payment not received within grace period): % of overdue amount after days.

Event of Default: The following shall constitute events of default: failure to pay principal or interest when due; insolvency or commencement of bankruptcy proceedings by or against Borrower; material breach of any representation, warranty, or covenant contained herein; or any failure to satisfy a condition precedent. Upon an event of default, Lender may accelerate the indebtedness and exercise all rights and remedies available at law or in equity.

4. Representations and Warranties

Borrower represents and warrants to Lender that Borrower is duly organized and in good standing under applicable law, has full power and authority to execute and perform this Agreement, and that the execution, delivery and performance of this Agreement will not violate any material agreement, law or judgment to which Borrower is subject. Borrower further certifies that the information provided to Lender is true, correct and complete.

5. Fees, Costs and Expenses

Borrower agrees to pay all reasonable costs and expenses (including legal fees) incurred by Lender in connection with the negotiation, documentation, enforcement and administration of the financing. Origination / Arrangement Fee:

6. Conditions Precedent

Lender's obligation to disburse is subject to the satisfaction (or waiver by Lender) of the following conditions precedent:

Receipt of executed financing documents acceptable to Lender in form and substance;

Evidence of Borrower's authority and good standing (incumbency documents, resolutions);

Delivery of any required security documents and filings.

7. Notices

All notices, requests and other communications under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice in accordance with this Section.

8. Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Amendment and Waiver: No amendment or waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except that Lender may assign rights to an affiliate or to a purchaser of obligations without Borrower consent.

Borrower Certification

By signing below, Borrower certifies that all information provided to Lender in connection with the financing is true and complete, that no material fact has been omitted, and that Borrower is authorized to enter into this Agreement and to grant the security interests described herein.

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