Legal Advance Letter Agreement

LEGAL ADVANCE LETTER AGREEMENT

This Legal Advance Letter Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Lender Name: , an entity of type Entity Type: Corporation LLC Other with principal address: ; and Borrower Name: , an entity of type Entity Type: Corporation LLC Other with principal address: .

RECITALS

WHEREAS, Borrower has requested that Lender make available to Borrower an advance of funds in the principal amount set forth below and on the terms and conditions contained in this Agreement; and

WHEREAS, Lender is willing to make such an advance to Borrower, subject to the representations, warranties, covenants and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which such advance will be made and repaid.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree as follows:

1. ADVANCE

1.1 Advance Amount. Subject to the terms and conditions of this Agreement, Lender agrees to advance to Borrower a principal sum of (Advance). The Advance shall be disbursed to Borrower on or after the Effective Date upon satisfaction of the conditions precedent set forth in Section 5.

1.2 Purpose. Borrower shall use the Advance only for the following purpose: .

2. INTEREST AND CHARGES

2.1 Interest Rate. Interest shall accrue on the outstanding principal balance of the Advance at a rate of per annum, calculated on a 365-day year basis.

2.2 Default Rate. Upon the occurrence of an Event of Default under Section 8, the interest rate shall increase to a default rate of per annum on the overdue amount until paid in full.

3. REPAYMENT

3.1 Maturity. The Advance, together with accrued and unpaid interest, fees and other amounts payable hereunder, shall be due and payable in full on (Maturity Date), unless otherwise accelerated pursuant to this Agreement.

3.2 Prepayment. Borrower may prepay the Advance in whole or in part at any time without premium or penalty, provided that any prepayment shall be accompanied by accrued and unpaid interest to the date of prepayment.

4. SECURITY

4.1 Security Interest. As security for the prompt payment and performance of Borrower's obligations hereunder, Borrower grants to Lender a continuing security interest in and lien on the collateral described as:

4.2 Perfection and Filings. Borrower shall execute and deliver such financing statements, control agreements and other instruments and take such other actions as Lender reasonably requests to perfect, protect and preserve the security interest and lien granted herein.

5. CONDITIONS PRECEDENT

5.1 Conditions. The obligation of Lender to make the Advance is subject to the satisfaction, on or prior to the disbursement of the Advance, of the following conditions precedent:

6. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that, as of the Effective Date and as of each disbursement date: (a) Borrower is duly organized, validly existing and in good standing under its organizational laws; (b) the execution, delivery and performance of this Agreement are within Borrower's powers and have been duly authorized; (c) this Agreement constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms; and (d) no event has occurred that, with notice or lapse of time or both, would constitute an Event of Default.

7. COVENANTS

7.1 Affirmative Covenants. Borrower shall: (a) maintain its corporate existence and good standing; (b) provide to Lender financial statements and other information as reasonably requested; and (c) comply with all material laws and contractual obligations.

7.2 Negative Covenants. Without Lender's prior written consent, Borrower shall not: (a) incur liens on the collateral other than permitted liens; (b) make distributions that would impair its ability to repay the Advance; or (c) dispose of collateral outside the ordinary course of business.

8. EVENTS OF DEFAULT

The following shall constitute Events of Default: (a) Borrower's failure to pay any principal, interest or other amount when due and such failure continues for five (5) days after written notice; (b) any representation or warranty of Borrower proves to be incorrect in any material respect when made; (c) Borrower's insolvency, bankruptcy or appointment of a custodian or receiver; (d) Borrower's breach of any covenant in Section 7 that remains uncured for thirty (30) days after written notice.

9. REMEDIES

Upon the occurrence and during the continuation of an Event of Default, Lender may, in its sole discretion, declare all outstanding obligations immediately due and payable and exercise all rights and remedies available at law or in equity, including foreclosure on the collateral and collection of costs, including reasonable attorneys' fees and expenses.

10. FEES AND EXPENSES

Borrower agrees to pay all reasonable and documented costs and expenses incurred by Lender in connection with the negotiation, preparation, execution, enforcement and administration of this Agreement, including legal fees and filing fees.

11. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may specify by notice to the other party in accordance with this Section.

12. AMENDMENTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

13. WAIVER

Failure or delay by Lender to exercise any right or remedy shall not operate as a waiver of such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This Agreement, together with any documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

17. 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. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

ADDITIONAL PROVISIONS

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