Secured Loan Agreement

SECURED LOAN AGREEMENT

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

RECITALS

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

WHEREAS, as security for the payment and performance of the Obligations (as defined below), the Borrower will grant to the Lender a security interest in certain collateral described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Loan and the Security.

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

1. DEFINITIONS

1.1 "Loan" means the principal sum advanced by the Lender to the Borrower under Section 2.1 together with interest, fees, expenses and other amounts payable under this Agreement. "Obligations" means all loans, advances, debts, liabilities and obligations of the Borrower to the Lender arising under this Agreement or any related document.

2. LOAN AMOUNT AND DISBURSEMENT

2.1 Principal Amount. Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower a loan in the principal amount of (the "Principal").

2.2 Disbursement. The Principal shall be disbursed to the Borrower on or about , (the "Disbursement Date") by wire transfer or other method agreed by the parties.

3. INTEREST

3.1 Interest Rate. The outstanding principal shall accrue interest at the rate of percent per annum, computed on the basis of a 365/360 day count as applicable.

3.2 Default Rate. Upon occurrence of an Event of Default, the rate of interest on outstanding Obligations shall increase to the rate specified in any notice of default provided under this Agreement, not to exceed the maximum lawful rate.

4. PAYMENTS; APPLICATION OF PAYMENTS

4.1 Payment Schedule. Borrower shall make periodic payments of principal and interest in accordance with the amortization schedule attached hereto as Exhibit A (or as set forth below). The first payment is due on , .

4.2 Application. Payments shall be applied first to accrued but unpaid fees and expenses, then to accrued interest, and thereafter to principal.

5. PREPAYMENT

The Borrower may prepay the Loan in whole or in part at any time without premium or penalty unless otherwise agreed in writing. Any partial prepayment shall be applied to principal in accordance with Section 4.2 and shall not relieve the Borrower of any accrued interest.

6. SECURITY INTEREST

6.1 Grant of Security. As security for the punctual payment and performance of the Obligations, the Borrower hereby grants to the Lender a continuing security interest in, lien on and right of set-off against all right, title and interest of the Borrower in and to the following Collateral:

6.2 Perfection; Further Assurances. The Borrower agrees to execute and deliver financing statements, control agreements, security agreements, assignments and other instruments and to take such actions as the Lender may reasonably request to perfect, preserve and protect the Lender’s security interest.

7. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that: (a) the Borrower is duly organized, validly existing and in good standing under applicable law and has all requisite power and authority to enter into and perform its obligations under this Agreement; (b) the Borrower has the right, title and authority to grant the security interest described herein and such grant will not violate any agreement or law; (c) no consent, approval, authorization or filing is required other than those obtained or disclosed in writing to the Lender; and (d) the execution, delivery and performance of this Agreement will not result in any default under any material agreement of the Borrower.

8. COVENANTS

The Borrower covenants to (a) maintain the Collateral in good repair and condition (ordinary wear and tear excepted); (b) keep the Collateral insured against loss or damage with loss payable to the Lender as loss payee or additional insured as required by the Lender; and (c) promptly notify the Lender of any event that could reasonably be expected to materially impair the value of the Collateral.

9. EVENTS OF DEFAULT; REMEDIES

9.1 Events of Default. Each of the following shall constitute an Event of Default: (a) failure to pay any amount when due; (b) breach of any representation, warranty or covenant contained in this Agreement; (c) insolvency, appointment of a custodian, or commencement of bankruptcy or similar proceedings by or against the Borrower; or (d) any material impairment of the Lender’s security interest.

9.2 Remedies. Upon the occurrence of an Event of Default, the Lender may declare all Obligations immediately due and payable and exercise any remedies available at law or in equity, including foreclosure on the Collateral, taking possession of the Collateral, and selling or otherwise disposing of the Collateral in a commercially reasonable manner.

10. ENFORCEMENT OF SECURITY

The Borrower authorizes the Lender to take such actions as necessary to protect, preserve and enforce the Lender’s rights in the Collateral, including but not limited to taking possession, collecting accounts, and using commercial means to dispose of the Collateral. The Borrower shall be liable for all reasonable costs and expenses (including attorneys’ fees) incurred by the Lender in enforcing its rights hereunder.

11. NOTICES

All notices, demands and other communications required or permitted under this Agreement shall be in writing and shall be 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 either party may designate by notice to the other.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless 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.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties. The parties submit to the exclusive jurisdiction of courts of that jurisdiction for disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement (including any schedules and exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it valid and enforceable; if such modification is not possible, the affected provision shall be severed and the remaining provisions shall remain in full force and effect. 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.

15. MISCELLANEOUS

The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation, recording, perfection, preservation and enforcement of the Lender’s security interest, including reasonable attorneys’ fees and filing fees. Time is of the essence in the performance of the Borrower’s obligations under this Agreement.

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