Loan Borrowing Agreement

LOAN BORROWING AGREEMENT

This Loan Borrowing Agreement (the Agreement) is made as of between Lender Name: , a formed under the laws of , and Borrower Name: , a formed under the laws of .

RECITALS

WHEREAS, Lender is willing to make a loan to Borrower and Borrower desires to borrow from Lender on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, Borrower requires funds for the following purpose:

WHEREAS, the parties intend that the loan made hereunder be evidenced by the covenants, representations and remedies contained herein.

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

1. LOAN; DISBURSEMENT

1.1 Loan Amount. Subject to the terms and conditions of this Agreement, Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, the principal sum of $ (the Loan).

1.2 Disbursement. The Loan shall be disbursed by wire or other customary method on or about upon satisfaction of the conditions precedent set forth in Section 1.3.

1.3 Conditions Precedent. Lender's obligation to make the Loan is subject to receipt of (a) evidence of corporate authority of each party, (b) executed counterparts of this Agreement and any related security documents required by Lender, and (c) such other documents and certifications reasonably requested by Lender.

2. INTEREST

2.1 Interest Rate. The outstanding principal of the Loan shall accrue interest at a fixed rate equal to per annum, calculated on the basis of a 365-day year and actual days elapsed.

2.2 Default Rate. Upon the occurrence of an Event of Default, interest shall accrue on the outstanding principal and accrued but unpaid interest at an additional per annum above the rate set forth in Section 2.1.

3. REPAYMENT; MATURITY

3.1 Repayment Schedule. Borrower shall repay principal and accrued interest in accordance with the following schedule: Borrower shall make payments of principal and interest in the amount of $ each month, commencing on and continuing on the same day of each succeeding month until the Maturity Date.

3.2 Maturity Date. All unpaid principal and accrued interest shall be due and payable in full on .

3.3 Prepayment. Borrower may prepay the Loan in whole or in part at any time without premium or penalty, provided that Borrower shall give Lender not less than five (5) business days' prior written notice of any prepayment.

4. SECURITY

4.1 Security Type. This Loan shall be: Secured Unsecured

5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the date hereof and as of each disbursement that: (a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth above and has all requisite power and authority to execute, deliver and perform this Agreement; (b) the execution and delivery of this Agreement and the performance by Borrower of its obligations hereunder have been duly authorized; and (c) this Agreement constitutes a valid and binding obligation of Borrower enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally.

6. COVENANTS

Borrower covenants that until the Loan is paid in full it shall: (a) comply with all material laws and regulations applicable to its business; (b) not create or permit to exist any lien on any material assets subordinate to the lien of Lender (if secured) without Lender's prior written consent; and (c) deliver to Lender such financial information and other documents as Lender may reasonably request from time to time.

7. EVENTS OF 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) days after written notice from Lender; (b) any representation or warranty made by Borrower is false or misleading in any material respect when made; (c) Borrower defaults under any material agreement or instrument evidencing indebtedness; or (d) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or a bankruptcy proceeding is commenced by or against Borrower.

7.2 Remedies. Upon the occurrence and continuation of an Event of Default, Lender may, at its option, declare the entire unpaid principal and accrued interest immediately due and payable and exercise any and all rights and remedies available at law or in equity, including foreclosure on any collateral securing the Loan and recovery of costs and expenses, including reasonable attorneys' fees.

8. FEES; TAXES; COSTS

Borrower shall pay all reasonable fees, costs and expenses incurred by Lender in connection with enforcement of this Agreement, including reasonable attorneys' fees, and all documentary, recording and filing taxes or fees required by any governmental authority in connection with the perfection or maintenance of security interests, if any.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. MISCELLANEOUS

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

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

10.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the party against whom enforcement is sought. No waiver of any default shall be deemed a waiver of any subsequent default.

10.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable while preserving the parties' intent.

10.5 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

11. REPRESENTATIVE CONTACTS

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