Workout Agreement

WORKOUT AGREEMENT

This Workout Agreement ("Agreement") is made effective as of Effective Date: by and between the parties identified below.

WHEREAS

WHEREAS, Creditor and Debtor entered into a loan, credit arrangement, or other financing reflected in that certain agreement dated (the "Original Agreement"), evidencing indebtedness in the original principal amount of $;

WHEREAS, Debtor is currently in default under the Original Agreement with respect to obligations described as Account or Loan Reference: ; and

WHEREAS, the parties wish to set forth the terms of a workout arrangement to restructure and enforce repayment on the terms and conditions set forth herein, and to avoid litigation and additional expense.

SCOPE OF WORK

The parties agree that the scope of the workout shall include the renegotiation, restructuring, and administration of payment obligations described below. The parties will act in good faith to implement this Agreement and to perform the obligations set forth herein.

PAYMENT TERMS

Total outstanding principal balance as of Effective Date: $

Restructured principal amount to be repaid under this Agreement: $. Interest will accrue at a rate of per annum on the outstanding balance, calculated monthly.

Payments shall be made by the method specified in the schedule. Payments not received within days of the due date shall be considered late.

Late fee: If any installment is not paid within the grace period, Debtor shall pay a late fee equal to the lesser of $ or percent of the overdue amount.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated according to the terms herein.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Termination shall not relieve Debtor of any accrued obligations or affect Creditor's rights with respect to amounts accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that terms, negotiations, and documentation related to this Agreement contain confidential and proprietary information. Each party agrees not to disclose such information to third parties except as required by law or with the prior written consent of the other party. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

REPRESENTATIONS, DEFAULT AND REMEDIES

Debtor represents and warrants that it has authority to enter into and perform this Agreement and that all information provided to Creditor regarding the financial condition of Debtor is true and complete. An Event of Default shall include failure to make a scheduled payment within the grace period, material breach of any covenant in this Agreement, or any material misrepresentation by Debtor. Upon an Event of Default, Creditor may accelerate amounts due, pursue collection, or exercise any rights and remedies available under law or equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any action arising out of or relating to this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed effective upon personal delivery, electronic delivery with receipt confirmation, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Creditor may assign or transfer its rights to an affiliate or successor without Debtor's consent.

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