Legal Credit Agreement

LEGAL CREDIT AGREEMENT

This Legal Credit Agreement (the "Agreement") is made and entered into as of by and between Lender: , a Entity Type: Corporation LLC Individual and Borrower: , a Entity Type: Corporation LLC Individual.

RECITALS

WHEREAS, Lender is willing to extend credit to Borrower and Borrower desires to borrow funds subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Borrower has represented that the funds will be used for business purposes and has provided financial information and such assurances as Lender has reasonably requested; and

WHEREAS, the parties desire to set forth the terms of the credit, repayment, security (if any), representations, warranties and remedies in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below. "Loan" means the principal amount advanced by Lender to Borrower under Section 2. "Outstanding Balance" means the unpaid principal, accrued interest, fees and other amounts payable under this Agreement. "Default" has the meaning set forth in Section 8.

2. LOAN; ADVANCE

Subject to the terms and conditions of this Agreement, Lender agrees to make available to Borrower a loan in the principal amount of (the "Loan"). The Loan shall be disbursed on or about upon satisfaction of conditions precedent set forth in Section 3.

3. CONDITIONS PRECEDENT

Lender's obligation to make the Loan is conditioned upon: (a) receipt of duly executed counterparts of this Agreement; (b) delivery of all documents, certificates and opinions reasonably requested by Lender evidencing the authority, existence and good standing of Borrower; (c) delivery of evidence of insurance and any required collateral documentation; and (d) payment by Borrower of all fees due on or before funding.

4. INTEREST, PAYMENT, AND MATURITY

The Loan shall bear interest at a rate of per annum, calculated on the basis of a 360-day year and actual days elapsed. Borrower shall make payments of accrued interest and principal according to the following schedule: periodic payments of on the day of each month, with final maturity on (the "Maturity Date").

5. FEES AND EXPENSES

Borrower shall pay to Lender a non-refundable origination fee of upon execution of this Agreement. Borrower shall reimburse Lender for all reasonable out-of-pocket legal and due diligence expenses incurred in connection with this transaction.

6. SECURITY; COLLATERAL

As security for the payment and performance of Borrower's obligations, Borrower grants to Lender a continuing security interest in and lien upon the collateral described below and in any security documents executed contemporaneously with this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; (c) no consent, approval or authorization of any government body or third party is required which has not been obtained; and (d) the information delivered to Lender in connection with the Loan is true, complete and not misleading in any material respect.

8. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default: (a) failure to pay any amount when due hereunder and such failure continues for five (5) days after written notice; (b) breach of any covenant or representation contained in this Agreement if not remedied within thirty (30) days after notice; (c) Borrower's insolvency, appointment of a receiver, or filing of a voluntary or involuntary bankruptcy petition; or (d) any representation or warranty made by Borrower proves to have been false or misleading in any material respect when made.

9. REMEDIES

Upon the occurrence of an Event of Default, Lender may, at its election and without notice other than as set forth herein, declare the Outstanding Balance immediately due and payable and exercise all rights and remedies available at law or in equity, including foreclosure on collateral, setoff, and pursuit of deficiency judgments. Remedies are cumulative and may be exercised singularly or concurrently.

10. COVENANTS

Borrower covenants that, until the Loan and all other obligations are indefeasibly paid and performed, Borrower will: (a) maintain its existence and comply with applicable law; (b) maintain insurance with financially sound insurers; (c) provide Lender with financial statements within thirty (30) days after each fiscal quarter end; and (d) not create, incur or permit to exist any lien on collateral senior to or pari passu with Lender's lien, except as expressly permitted in writing by Lender.

11. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and delivered by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested, addressed to the party at the address set forth below (or to such other address as such party may provide by written notice).

12. WARRANTIES AND INDEMNIFICATION

Borrower shall indemnify and hold harmless Lender and its affiliates from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with Borrower's breach of any representation, warranty or covenant contained in this Agreement, except to the extent any such loss results from Lender's gross negligence or willful misconduct.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any right under this Agreement shall be effective unless in writing and signed by the waiving party, and no single waiver shall constitute a continuing waiver.

14. ASSIGNMENT

Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Lender. Lender may assign its rights hereunder without Borrower's consent provided that any assignee assumes Lender's obligations in writing.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as original signatures.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the promissory note, security agreements and other documents executed in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. SURVIVAL

All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the making of the Loan to the extent necessary to enforce the same.

19. ADDITIONAL PROVISIONS

Time is of the essence with respect to each provision of this Agreement requiring performance by either party. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now