Legal SFA Document

LEGAL SFA DOCUMENT

This Standby Facility Agreement (the "Agreement") is made as of by and between Lender Name: , an entity with principal address (the "Lender"), and Borrower Name: , an entity with principal address (the "Borrower").

RECITALS

WHEREAS, the Lender is willing to make available to the Borrower a standby facility on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Borrower desires to obtain a standby facility in the aggregate principal amount of (in ) (the "Facility") to be available until ;

WHEREAS, the parties intend that the Facility be subject to the terms, conditions and covenants set forth herein and that the Lender receive security as described herein, where applicable.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings assigned to them in this Section or elsewhere in this Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in the jurisdiction of the Lender's principal office. "Maturity Date" means .

2. FACILITY; COMMITMENT

2.1 Facility. Subject to the terms and conditions of this Agreement, the Lender agrees to make available a standby facility in an aggregate principal amount not to exceed (the "Commitment") for the period commencing on the date hereof and ending on (the "Commitment Period").

2.2 Availability. The Borrower may request drawings under the Facility by delivering a drawing notice in the form and containing the information reasonably required by the Lender no later than 2:00 p.m. on the Business Day prior to the requested drawing date.

3. INTEREST, FEES AND PAYMENTS

3.1 Interest. Outstanding principal under the Facility shall accrue interest at a rate per annum equal to plus any applicable margin, calculated on the basis of a 360-day year and actual days elapsed, payable quarterly in arrears.

3.2 Commitment Fee. The Borrower shall pay to the Lender a commitment fee equal to per annum on the unused portion of the Commitment, payable quarterly in arrears.

4. CONDITIONS PRECEDENT

The obligations of the Lender to make advances under the Facility are subject to the satisfaction (or written waiver by the Lender) of the following conditions precedent: delivery of executed originals of this Agreement, officers' certificates of the Borrower certifying the resolutions authorizing the transaction, certified organizational documents, and such other documents and legal opinions as the Lender may reasonably require.

5. SECURITY

The Borrower grants to the Lender a continuing security interest in and lien on the collateral described above and in any related security documents executed in favor of the Lender. The Borrower shall execute such documents and take such actions as the Lender may reasonably request to perfect and maintain such security interests.

6. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action; (c) this Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency or similar proceedings; and (d) no events or circumstances exist that constitute an Event of Default under Section 9.

7. COVENANTS

The Borrower covenants that, during the term of the Commitment, it will (i) comply with all applicable laws and regulations; (ii) maintain its existence and good standing; (iii) notify the Lender promptly of any default, litigation or material adverse change in its financial condition; and (iv) not create or permit any lien on the collateral except as permitted by the Lender.

8. EVENTS OF DEFAULT

The following events constitute an Event of Default: (a) failure to pay any principal, interest or fee when due; (b) any representation or warranty made by the Borrower proves to have been incorrect in any material respect when made; (c) the Borrower becomes the subject of bankruptcy or insolvency proceedings; (d) the Borrower fails to perform any material covenant under this Agreement and such failure continues unremedied for 30 days after written notice; and (e) any material judgment or order against the Borrower remains undischarged for 30 days.

9. REMEDIES

Upon the occurrence of an Event of Default, the Lender may, at its option, declare all obligations immediately due and payable, enforce its security interests, apply any collateral to obligations, and exercise any other rights and remedies available at law or in equity. The remedies are cumulative and may be exercised singularly or concurrently.

10. NOTICES

Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed effectively given when delivered personally, by nationally recognized overnight courier, or three Business Days after deposit in the mail when sent by certified mail, return receipt requested, to the addresses set forth above or such other address as any party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER

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

12. 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. Execution and delivery by electronic transmission of a signature page shall be effective as an original signature.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with the schedules, exhibits and security documents referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties concerning the Facility.

13.3 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 be affected or impaired.

14. MISCELLANEOUS

14.1 Survival. All representations and warranties made herein shall survive the execution and delivery of this Agreement and any drawing under the Facility.

14.2 Taxes. All payments to the Lender shall be made free and clear of any deduction or withholding for or on account of any present or future taxes, levies or duties, unless required by applicable law, in which case the Borrower shall pay such additional amounts as are necessary to ensure the Lender receives the full amount due.

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