Legal Money Agreement

LEGAL MONEY AGREEMENT

This Legal Money Agreement (the "Agreement") is made and entered into as of , by and between Lender Name: , and Borrower Name: .

Lender and Borrower are each sometimes referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Lender has agreed to extend to Borrower a monetary loan subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Borrower desires to borrow and use the funds for the purposes described in Borrower's representations to Lender and agrees to repay the loan on the terms specified herein; and

WHEREAS, the Parties intend by this Agreement to set forth the full terms of the loan, including repayment, security (if any), events of default and remedies.

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

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:

"Loan" means the principal sum advanced by Lender to Borrower pursuant to Section 2.

"Maturity Date" means the date on which all outstanding amounts under the Loan are due and payable as specified in Section 3.

2. LOAN

2.1 Principal Amount. Subject to the terms and conditions of this Agreement, Lender agrees to loan to Borrower and Borrower agrees to borrow from Lender the principal sum of $ (the "Principal").

2.2 Disbursement. The Principal shall be disbursed to Borrower on , subject to satisfaction of any conditions precedent set forth in this Agreement.

2.3 Interest. The outstanding Principal shall accrue interest at a rate of per annum, calculated on the basis of a 365-day year and actual days elapsed, unless otherwise agreed in writing.

3. REPAYMENT

3.1 Maturity. All Principal, accrued interest, and other amounts payable under this Agreement shall be due and payable in full on or before , (the "Maturity Date").

3.3 Prepayment. Borrower may prepay the Loan in whole or in part at any time without premium or penalty unless otherwise expressly provided in writing. Any partial prepayment shall be applied first to accrued interest and then to Principal.

4. SECURITY

4.1 Security. This Loan is: Secured Unsecured

5. REPRESENTATIONS AND WARRANTIES

5.1 Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under applicable law and has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms; and (c) execution, delivery and performance do not violate any law, agreement or instrument binding on Borrower.

5.2 Lender represents and warrants to Borrower that Lender has the requisite corporate or individual power and authority to make the Loan and to execute this Agreement and that this Agreement constitutes Lender's legal, valid and binding obligation enforceable in accordance with its terms.

6. COVENANTS

Borrower covenants that, until the Loan is paid in full, Borrower shall (a) materially comply with all laws applicable to its business and operations, (b) promptly notify Lender of any default or event that could reasonably lead to a default, and (c) allow Lender to inspect records and collateral upon reasonable notice during normal business hours.

7. DEFAULT; REMEDIES

7.1 Events of Default. The following shall constitute Events of Default: (a) Borrower fails to make any payment when due and such failure continues for five (5) business days after written notice; (b) Borrower breaches any material representation, warranty or covenant and such breach is not remedied within fifteen (15) days after written notice; (c) Borrower becomes insolvent or a petition in bankruptcy is filed by or against Borrower.

7.2 Remedies. Upon occurrence of an Event of Default, Lender may, at its election, declare all outstanding amounts immediately due and payable and exercise any and all rights and remedies available at law or in equity, including foreclosure on collateral, setoff, and collection of costs and attorneys' fees.

8. FEES, TAXES AND COSTS

Borrower shall pay all reasonable fees, costs and expenses (including attorneys' fees and court costs) incurred by Lender in enforcing this Agreement after an Event of Default. All payments due under this Agreement shall be paid free and clear of any deductions for taxes, except as required by law.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the addresses below by certified mail, return receipt requested, nationally recognized overnight courier, or by hand:

10. ASSIGNMENT

Lender may assign its rights and obligations under this Agreement without Borrower's consent. Borrower may not assign any of its rights or obligations without the prior written consent of Lender, which consent shall not be unreasonably withheld.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision hereof shall be effective unless made in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the extent possible to effect the Parties' intent and, if not reformed, shall be severed, and the remaining provisions shall remain in full force and effect.

15. 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. Signatures delivered by electronic transmission shall be binding.

ADDITIONAL PROVISIONS

The Parties agree that time is of the essence with respect to Borrower's obligations hereunder and that Lender's remedies are cumulative and in addition to any other remedies available at law or equity.

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