Legal LOC Disclosure Form

LEGAL LOC DISCLOSURE FORM

This Legal LOC Disclosure Form (the "Disclosure") is made as of by and between Client Name: , whose principal place of business or residence is at , and Lender Name: , whose principal place of business is at . The Client and Lender are sometimes referred to individually as a "Party" and collectively as the "Parties."

Client Entity Type: Individual Corporation LLC Partnership Other

Lender Entity Type: Bank Finance Company Other

RECITALS

WHEREAS, Lender is willing to establish a revolving line of credit (the "LOC") for Client subject to the terms, conditions and disclosures set forth in this Disclosure; and

WHEREAS, Client desires to obtain the LOC for general corporate or personal purposes and has provided financial and other information to Lender for evaluation; and

WHEREAS, the Parties intend that this Disclosure satisfy applicable legal disclosure requirements and describe the material economic terms, fees, security and default provisions applicable to the LOC.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Disclosure: "Available Credit" means the maximum principal amount available to Client under the LOC; "Draw" means a borrower's request for funds under the LOC; "Maturity Date" means the date on which the LOC terminates and all unpaid Obligations are due and payable. Other defined terms are set forth as used in the sections below.

2. LOC AMOUNT AND AVAILABILITY

Maximum Available Credit: $ .

Availability Period: Draws are permitted beginning on and ending on (the "Availability Period"), subject to termination earlier pursuant to Section 8 (Events of Default).

3. INTEREST, FEES AND CHARGES

Interest Rate: Interest shall accrue on outstanding principal at a rate per annum equal to % (the "Contract Rate"), computed on a basis.

Default Rate: Upon the occurrence of an Event of Default, unpaid principal shall bear interest at a rate per annum equal to % above the Contract Rate, to the maximum extent permitted by law.

Fees: Client shall pay the following fees: Origination Fee $; Annual Facility Fee $; Other Fees (describe): .

4. DRAWS AND NOTICE PROCEDURES

Draw Requests: Each Draw shall be made in writing or electronic notice in accordance with Section 10 (Notices) and must specify the requested amount, the purpose of the Draw and the requested funding date. Lender may require business days' prior notice for any Draw.

Funding Conditions: Lender's obligation to fund any Draw is conditioned upon the absence of any Event of Default, the representations and warranties in Section 7 remaining true and correct in all material respects, and such other conditions precedent as may be reasonably requested by Lender.

5. SECURITY AND COLLATERAL

Security Interest: To secure repayment of all Obligations under the LOC, Client grants to Lender a continuing security interest in the Collateral described below and in any security documents executed concurrently herewith.

Perfection: Client shall execute such financing statements, control agreements, and other instruments as Lender reasonably requests to perfect and maintain Lender's security interest. Client authorizes Lender to file such financing statements naming Client as debtor without Client's signature where permitted by law.

6. REPAYMENT; TERM; MATURITY

Repayment: All unpaid principal, accrued interest, fees and other amounts shall be due and payable in full on the Maturity Date: . Interest payments are due .

Prepayment: Client may prepay all or any portion of outstanding principal at any time without premium or penalty, provided Lender receives written notice in accordance with Section 10.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Client represents and warrants that: (a) all information provided to Lender in connection with the LOC is true, complete and correct in all material respects as of the date hereof; (b) Client has full power and authority to enter into and perform its obligations under this Disclosure and related security documents; and (c) execution, delivery and performance will not violate any law, contract, or order of any court or governmental authority.

Covenants: During the term of the LOC, Client shall (i) maintain the Collateral in good condition, (ii) comply with applicable laws, and (iii) provide financial statements and other information reasonably requested by Lender within days of request.

8. EVENTS OF DEFAULT

The following shall constitute Events of Default: (a) failure to pay any principal, interest or fee when due; (b) breach of any representation or warranty that remains uncured for days after notice; (c) insolvency or commencement of bankruptcy proceedings by or against Client; (d) any material adverse change in Client's financial condition; and (e) any other event specified in the security documents that permits acceleration.

9. LENDER REMEDIES

Upon the occurrence of an Event of Default, Lender may (i) accelerate all Obligations, (ii) suspend availability of further Draws, (iii) exercise rights and remedies under the security documents, and (iv) collect all costs and expenses, including reasonable attorneys' fees, incurred in enforcing Lender's rights, to the full extent permitted by applicable law.

10. NOTICES

All notices, demands or communications required or permitted under this Disclosure shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by notice to the other Party in accordance with this Section.

11. GOVERNING LAW; VENUE

This Disclosure and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of litigation.

12. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Disclosure, together with any security documents, financing statements and related agreements executed in connection herewith, constitutes the entire agreement between the Parties with respect to the LOC and supersedes all prior understandings and agreements. Any amendment or waiver of any provision hereof must be in writing and signed by the Party against whom enforcement is sought.

13. SEVERABILITY; INTERPRETATION

If any provision of this Disclosure is held invalid or unenforceable under applicable law, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

14. COUNTERPARTS; EXECUTION

This Disclosure may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument. Signatures delivered by electronic means shall be binding for all purposes.

15. BORROWER ACKNOWLEDGMENT

Client acknowledges receipt of this Disclosure setting forth the material economic terms, fees, security interests and remedies applicable to the LOC, and confirms that Client has had an opportunity to review the terms and ask questions prior to executing this Disclosure.

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