Loan Agreement

LOAN AGREEMENT

This LOAN AGREEMENT (the "Agreement") is made and entered into as of [DATE] (the "Effective Date")

BETWEEN:

[LENDER NAME], a [ENTITY TYPE] organized and existing under the laws of [STATE/JURISDICTION], with its principal place of business located at [LENDER ADDRESS] (hereinafter referred to as the "Lender"),

AND

[BORROWER NAME], a [ENTITY TYPE] organized and existing under the laws of [STATE/JURISDICTION], with its principal place of business located at [BORROWER ADDRESS] [IF APPLICABLE: and certified as a Minority and Women-owned Business Enterprise (MWBE) under certification number [CERTIFICATION NUMBER]] (hereinafter referred to as the "Borrower").

RECITALS:

WHEREAS, the Borrower has requested that the Lender provide a loan to the Borrower for the purpose specified herein; and

WHEREAS, the Lender is willing to provide such loan to the Borrower subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

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

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in [JURISDICTION] are authorized or required by law to close.

"Collateral" means all property and assets of the Borrower described in Section 5 of this Agreement and the Security Documents.

"Default" means any event which, with the giving of notice, lapse of time, or fulfillment of any other applicable condition (or any combination of the foregoing), would constitute an Event of Default.

"Default Rate" means an interest rate equal to the Interest Rate plus [DEFAULT RATE PREMIUM] percentage points per annum.

"Event of Default" has the meaning set forth in Section 9.1 of this Agreement.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

"Indebtedness" means, with respect to any Person, without duplication: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) all obligations to pay the deferred purchase price of property or services; (d) all capital lease obligations; (e) all obligations or liabilities of others secured by a lien on any asset of such Person; (f) all guarantees of the indebtedness of another Person; (g) all obligations under letters of credit, bankers' acceptances, or similar credit transactions; and (h) all obligations under any hedging agreements.

"Interest Payment Date" means the [DAY] day of each [PAYMENT PERIOD] during the term of this Agreement, commencing on [FIRST PAYMENT DATE].

"Loan" means the loan made available by the Lender to the Borrower pursuant to Section 2 of this Agreement.

"Loan Documents" means this Agreement, the Promissory Note, the Security Documents, and any other documents executed in connection with the Loan.

"Maturity Date" means [MATURITY DATE], unless accelerated pursuant to the terms of this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

"Promissory Note" means the promissory note executed by the Borrower in favor of the Lender evidencing the Loan, substantially in the form attached hereto as Exhibit A.

"Security Documents" means all documents executed by the Borrower or any other Person to secure the Borrower's obligations under the Loan Documents, including but not limited to security agreements, financing statements, mortgages, deeds of trust, assignments, and guarantees.

1.2 Interpretation. In this Agreement, unless the context requires otherwise:

(a) Words importing the singular include the plural and vice versa, and words importing gender include all genders;

(b) References to sections, exhibits, and schedules are references to sections of and exhibits and schedules to this Agreement;

(c) Section headings are inserted for convenience only and shall not affect the interpretation of this Agreement;

(d) References to "including" or "includes" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(e) References to any agreement or document shall be construed as references to such agreement or document as amended, modified, supplemented, or restated from time to time in accordance with its terms; and

(f) References to any law, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, rule, or regulation.

2. LOAN DETAILS

2.1 Loan Amount. Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower a [LOAN TYPE] in the principal amount of [AMOUNT IN NUMERALS] ([AMOUNT IN WORDS]) (the "Principal Amount").

2.2 Loan Purpose. The Borrower shall use the proceeds of the Loan solely for the purpose of [SPECIFIC LOAN PURPOSE] and for no other purpose without the prior written consent of the Lender.

2.3 Loan Type. This Loan is a [LOAN TYPE] (e.g., term loan, line of credit, SBA loan, equipment loan).

2.4 Disbursement of Loan Proceeds.

(a) Initial Disbursement. Subject to the satisfaction of all conditions precedent set forth in Section 4.1, the Lender shall disburse [INITIAL DISBURSEMENT AMOUNT] of the Loan proceeds to the Borrower on the Effective Date by wire transfer to the following account:

Bank Name: [BANK NAME] Account Name: [ACCOUNT NAME] Account Number: [ACCOUNT NUMBER] Routing Number: [ROUTING NUMBER] Reference: [REFERENCE]

(b) Subsequent Disbursements. [IF APPLICABLE] The remaining Loan proceeds shall be disbursed in accordance with the following schedule, subject to the satisfaction of the conditions set forth in Section 4.2:

(i) [AMOUNT] on or about [DATE], subject to [SPECIFIC CONDITIONS]; (ii) [AMOUNT] on or about [DATE], subject to [SPECIFIC CONDITIONS]; and (iii) [AMOUNT] on or about [DATE], subject to [SPECIFIC CONDITIONS].

(c) Disbursement Requests. [IF APPLICABLE] For each subsequent disbursement, the Borrower shall submit a written disbursement request to the Lender at least [NUMBER] Business Days prior to the requested disbursement date, which request shall include:

(i) The amount requested; (ii) The requested disbursement date; (iii) A certification that all representations and warranties contained in this Agreement remain true and correct; (iv) A certification that no Default or Event of Default has occurred and is continuing; and (v) Documentation evidencing satisfaction of the applicable conditions for such disbursement.

3. INTEREST AND PAYMENT TERMS

3.1 Interest Rate.

(a) Standard Rate. The Loan shall bear interest on the outstanding Principal Amount at the rate of [INTEREST RATE]% per annum (the "Interest Rate").

(b) Variable Rate Provisions. [IF APPLICABLE] The Interest Rate is variable and shall be adjusted [FREQUENCY] based on changes to the [INDEX] (the "Index"). The Interest Rate shall be equal to the Index plus [MARGIN]% (the "Margin"). As of the Effective Date, the Index is [CURRENT INDEX RATE]%, resulting in an initial Interest Rate of [INITIAL RATE]%. Any change in the Interest Rate resulting from a change in the Index shall be effective on [TIMING OF RATE CHANGES]. The Lender shall notify the Borrower of any change in the Interest Rate within [NUMBER] Business Days of such change.

(c) Interest Rate Floor and Ceiling. [IF APPLICABLE] Notwithstanding any change in the Index, the Interest Rate shall never be less than [FLOOR RATE]% per annum (the "Floor Rate") or greater than [CEILING RATE]% per annum (the "Ceiling Rate").

(d) Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Loan shall bear interest at the Default Rate. The assessment of interest at the Default Rate is not an election of remedies or a waiver of any right by the Lender.

(e) Computation of Interest. Interest shall be calculated on the basis of a year of [360/365] days and the actual number of days elapsed. Interest shall accrue from and including the date of disbursement to but excluding the date of repayment.

3.2 Payment Schedule.

(a) Regular Payments. The Borrower shall repay the Loan in [NUMBER] consecutive [PAYMENT FREQUENCY] installments of principal and interest in the amount of [PAYMENT AMOUNT] each, commencing on [FIRST PAYMENT DATE] and continuing on each Interest Payment Date thereafter until the Maturity Date.

(b) Final Payment. On the Maturity Date, the Borrower shall pay to the Lender the entire outstanding Principal Amount, together with all accrued and unpaid interest and any other amounts due under the Loan Documents.

(c) Payment Method. All payments shall be made by the Borrower to the Lender by:

(i) Automatic debit from the Borrower's account specified in Section 2.4(a); (ii) Wire transfer to the Lender's account as follows: Bank Name: [BANK NAME] Account Name: [ACCOUNT NAME] Account Number: [ACCOUNT NUMBER] Routing Number: [ROUTING NUMBER] Reference: [REFERENCE]; or (iii) Such other method as the Lender may specify from time to time.

(d) Application of Payments. All payments made by the Borrower under this Agreement shall be applied first to any fees, costs, and expenses due under the Loan Documents, second to accrued and unpaid interest, and third to the outstanding Principal Amount.

3.3 Amortization Schedule. An amortization schedule showing the allocation of each payment between principal and interest is attached hereto as Schedule A.

3.4 Term and Maturity Date. The term of the Loan shall be [TERM LENGTH] months from the Effective Date. The Maturity Date shall be [MATURITY DATE], unless accelerated pursuant to the terms of this Agreement.

3.5 Prepayment.

(a) Voluntary Prepayment. The Borrower may prepay the Loan in whole or in part at any time [IF APPLICABLE: after [LOCKOUT PERIOD]] upon providing the Lender with at least [NOTICE PERIOD] days' prior written notice.

(b) Prepayment Premium. [IF APPLICABLE] In the event of any voluntary prepayment of the Loan, the Borrower shall pay to the Lender a prepayment premium equal to:

(i) [PERCENTAGE]% of the amount prepaid if prepayment occurs on or before [DATE]; (ii) [PERCENTAGE]% of the amount prepaid if prepayment occurs after [DATE] but on or before [DATE]; and (iii) [PERCENTAGE]% of the amount prepaid if prepayment occurs after [DATE] but before the Maturity Date.

(c) Mandatory Prepayment. The Borrower shall make a mandatory prepayment of the Loan upon the occurrence of any of the following events:

(i) Upon the sale of all or substantially all of the Borrower's assets, in an amount equal to [PERCENTAGE]% of the net proceeds from such sale; (ii) Upon the receipt of insurance or condemnation proceeds, in an amount equal to [PERCENTAGE]% of such proceeds, unless such proceeds are reinvested in replacement assets within [TIME PERIOD]; and (iii) [OTHER MANDATORY PREPAYMENT TRIGGERS].

(d) No Reborrowing. Amounts prepaid under this Agreement may not be reborrowed.

3.6 Late Payment Penalties.

(a) If any payment due under this Agreement is not received by the Lender within [GRACE PERIOD] days after its due date, the Borrower shall pay a late payment fee equal to [LATE FEE PERCENTAGE]% of the amount of such payment.

(b) The imposition of a late payment fee is not a waiver of the Lender's right to declare an Event of Default for late payment or to exercise any other remedy available to the Lender.

4. CONDITIONS PRECEDENT

4.1 Conditions Precedent to Initial Disbursement. The obligation of the Lender to make the initial disbursement of the Loan is subject to the satisfaction (or waiver by the Lender in its sole discretion) of the following conditions precedent:

(a) The Lender shall have received the following documents, each in form and substance satisfactory to the Lender:

(i) This Agreement, duly executed and delivered by the Borrower; (ii) The Promissory Note, duly executed and delivered by the Borrower; (iii) The Security Documents, duly executed and delivered by the Borrower and any other parties thereto; (iv) A certificate of the secretary or other authorized officer of the Borrower certifying (A) the resolutions of the Borrower's board of directors or other governing body authorizing the execution, delivery, and performance of the Loan Documents; (B) the Borrower's organizational documents; and (C) the incumbency and signatures of the officers of the Borrower authorized to execute the Loan Documents; (v) A certificate of good standing for the Borrower issued by the appropriate Governmental Authority of its jurisdiction of organization, dated not more than 30 days prior to the Effective Date; (vi) [IF APPLICABLE] Evidence of the Borrower's MWBE certification; (vii) Evidence of insurance as required by Section 7.1(i); (viii) UCC financing statements in appropriate form for filing; (ix) [IF APPLICABLE] A landlord waiver or subordination agreement from each landlord of premises where Collateral is located; (x) [IF APPLICABLE] A personal guarantee, in form and substance satisfactory to the Lender, duly executed by [GUARANTOR NAMES]; (xi) A legal opinion from counsel to the Borrower, in form and substance satisfactory to the Lender; and (xii) Such other documents, instruments, and agreements as the Lender may reasonably request.

(b) The Borrower shall have paid all fees, costs, and expenses required to be paid pursuant to Section 8 of this Agreement.

(c) The representations and warranties of the Borrower contained in Section 6 shall be true and correct in all material respects on and as of the Effective Date.

(d) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the making of the Loan.

(e) The Borrower shall have provided evidence satisfactory to the Lender that the Borrower has contributed equity of at least [EQUITY AMOUNT] to the project or business being financed.

(f) The Lender shall have completed its due diligence investigation of the Borrower and its business with results satisfactory to the Lender.

(g) The Borrower shall have obtained all governmental and third-party approvals necessary for the Loan and the transactions contemplated by the Loan Documents.

(h) [OTHER CONDITIONS PRECEDENT].

4.2 Conditions Precedent to Subsequent Disbursements. [IF APPLICABLE] The obligation of the Lender to make each subsequent disbursement of the Loan is subject to the satisfaction (or waiver by the Lender in its sole discretion) of the following conditions precedent:

(a) All conditions precedent set forth in Section 4.1 shall remain satisfied as of the date of such disbursement.

(b) The Lender shall have received a disbursement request in accordance with Section 2.4(c).

(c) The representations and warranties of the Borrower contained in Section 6 shall be true and correct in all material respects on and as of the date of such disbursement.

(d) No Default or Event of Default shall have occurred and be continuing on the date of such disbursement or would result from such disbursement.

(e) The Borrower shall have provided evidence satisfactory to the Lender that the proceeds of all prior disbursements have been used for the purposes specified in Section 2.2.

(f) [SPECIFIC CONDITIONS FOR EACH DISBURSEMENT].

5. COLLATERAL AND SECURITY

5.1 Grant of Security Interest. As security for the payment and performance of all obligations of the Borrower under the Loan Documents, the Borrower hereby grants to the Lender a continuing security interest in and lien on all of the following property and assets of the Borrower, whether now owned or hereafter acquired (collectively, the "Collateral"):

(a) [DETAILED DESCRIPTION OF COLLATERAL, SUCH AS]:

(i) All equipment, including but not limited to [SPECIFIC EQUIPMENT]; (ii) All inventory, including but not limited to [SPECIFIC INVENTORY]; (iii) All accounts receivable and contract rights; (iv) All general intangibles, including but not limited to intellectual property, goodwill, and tax refunds; (v) All instruments, documents, and chattel paper; (vi) All investment property and securities accounts; (vii) All deposit accounts; (viii) All letter-of-credit rights; (ix) All commercial tort claims; (x) All real property described in [MORTGAGE/DEED OF TRUST]; (xi) All fixtures attached to any real property; (xii) All books and records relating to any of the foregoing; and (xiii) All products and proceeds of any of the foregoing.

5.2 Perfection of Security Interest. The Borrower authorizes the Lender to file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the UCC. The Borrower agrees to execute and deliver such other documents and take such other actions as the Lender may reasonably request to perfect and protect the Lender's security interest in the Collateral, including but not limited to delivering possession of any Collateral to the Lender, executing and delivering control agreements with respect to deposit accounts and investment property, and obtaining landlord waivers or subordination agreements.

5.3 Personal Guarantees. [IF APPLICABLE] The obligations of the Borrower under the Loan Documents shall be guaranteed by [GUARANTOR NAMES] (collectively, the "Guarantors") pursuant to guarantees in form and substance satisfactory to the Lender (the "Guarantees"). Each Guarantor shall be jointly and severally liable for the full amount of the Loan and all other obligations of the Borrower under the Loan Documents.

5.4 UCC Filings. The Lender is authorized to file UCC financing statements covering the Collateral with the [FILING OFFICE] and any other appropriate filing offices. The Borrower shall pay all filing fees and costs associated with such filings. The UCC financing statements shall:

(a) Name the Borrower as debtor and the Lender as secured party; (b) Describe the Collateral in accordance with Section 5.1; (c) Indicate that the financing statement covers all assets or all personal property of the Borrower (if applicable); and (d) Contain such other information as required by the UCC or the filing office.

5.5 Additional Documents. The Borrower shall execute and deliver to the Lender such additional documents and instruments as the Lender may request to further evidence and perfect the Lender's security interest in the Collateral, including but not limited to:

(a) [IF APPLICABLE] A mortgage or deed of trust with respect to any real property included in the Collateral; (b) [IF APPLICABLE] An assignment of leases and rents with respect to any real property included in the Collateral; (c) [IF APPLICABLE] Intellectual property security agreements with respect to any patents, trademarks, copyrights, or other intellectual property included in the Collateral; (d) [IF APPLICABLE] Control agreements with respect to any deposit accounts, securities accounts, or commodity accounts included in the Collateral; and (e) [IF APPLICABLE] Landlord waivers or subordination agreements with respect to any leased premises where Collateral is located.

5.6 Release of Collateral. Upon payment in full of all obligations under the Loan Documents and termination of this Agreement, the Lender shall release its security interest in the Collateral and file UCC termination statements and such other documents as may be necessary to evidence such release.

6. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender as follows, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until all obligations under the Loan Documents have been satisfied in full:

6.1 Organization and Good Standing. The Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, has all requisite power and authority to own its properties and assets and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its business, operations, properties, or financial condition.

6.2 Authority and Binding Effect. The Borrower has all requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents. The execution, delivery, and performance by the Borrower of the Loan Documents have been duly authorized by all necessary corporate or other organizational action. The Loan Documents have been duly executed and delivered by the Borrower and constitute legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity.

6.3 No Conflicts. The execution, delivery, and performance by the Borrower of the Loan Documents do not and will not (a) violate any provision of the Borrower's organizational documents; (b) violate any law, rule, or regulation applicable to the Borrower; (c) violate any order, judgment, or decree of any court or other Governmental Authority binding on the Borrower; (d) conflict with, result in a breach of, or constitute a default under any material agreement or instrument to which the Borrower is a party or by which the Borrower or any of its properties is bound; or (e) result in or require the creation or imposition of any lien upon or with respect to any property of the Borrower other than liens in favor of the Lender.

6.4 Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery, or performance by, or enforcement against, the Borrower of any Loan Document, except for filings necessary to perfect the liens created under the Security Documents.

6.5 Financial Statements. The financial statements of the Borrower delivered to the Lender prior to the Effective Date fairly present in all material respects the financial condition of the Borrower as of the date thereof and for the period covered thereby in accordance with GAAP consistently applied, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

6.6 No Material Adverse Change. Since the date of the most recent financial statements delivered to the Lender, there has been no material adverse change in the business, operations, properties, or financial condition of the Borrower.

6.7 Litigation. There are no actions, suits, proceedings, claims, or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration, or before any Governmental Authority, by or against the Borrower or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

6.8 Compliance with Laws. The Borrower is in compliance with all laws, rules, regulations, orders, judgments, and decrees of any Governmental Authority applicable to it or its properties, except where the failure to comply could not reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

6.9 Taxes. The Borrower has filed all federal, state, and other tax returns and reports required to be filed, and has paid all federal, state, and other taxes, assessments, fees, and other governmental charges levied or imposed upon it or its properties, income, or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, or (b) to the extent that the failure to do so could not reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

6.10 ERISA Compliance. [IF APPLICABLE] Each employee benefit plan maintained or contributed to by the Borrower is in compliance in all material respects with the applicable provisions of ERISA and the Internal Revenue Code. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

6.11 Ownership of Property; Liens. The Borrower has good and marketable title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower. The property of the Borrower is subject to no liens, other than liens permitted under Section 7.2(a).

6.12 Intellectual Property. The Borrower owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, and other intellectual property rights that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person, except for such conflicts that could not reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

6.13 Insurance. The properties of the Borrower are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower operates.

6.14 Disclosure. No report, financial statement, certificate, or other information furnished by or on behalf of the Borrower to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6.15 Solvency. The Borrower is solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the other Loan Documents.

6.16 MWBE Status. [IF APPLICABLE] The Borrower is a certified Minority and Women-owned Business Enterprise under [CERTIFICATION AUTHORITY] certification number [CERTIFICATION NUMBER], which certification is in full force and effect and has not been revoked, suspended, or otherwise limited.

6.17 Use of Proceeds. The proceeds of the Loan will be used solely for the purposes specified in Section 2.2. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

6.18 No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

7. COVENANTS

7.1 Affirmative Covenants. Until all obligations under the Loan Documents have been paid in full, the Borrower shall:

(a) Financial Statements and Other Information. Deliver to the Lender:

(i) As soon as available, but in any event within [NUMBER] days after the end of each fiscal year of the Borrower, a copy of the audited financial statements of the Borrower for such fiscal year, including balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP, together with a report and opinion of an independent certified public accountant acceptable to the Lender;

(ii) As soon as available, but in any event within [NUMBER] days after the end of each fiscal quarter of the Borrower, a copy of the unaudited financial statements of the Borrower for such fiscal quarter, including balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP;

(iii) As soon as available, but in any event within [NUMBER] days after the end of each fiscal month of the Borrower, a copy of the unaudited financial statements of the Borrower for such fiscal month, including balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP;

(iv) Concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) above, a certificate of a responsible officer of the Borrower (A) certifying that such financial statements fairly present in all material respects the financial condition of the Borrower as of the date thereof and for the period covered thereby in accordance with GAAP, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes, (B) certifying that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (C) setting forth calculations demonstrating compliance with the financial covenants set forth in Section 7.1(b);

(v) Within [NUMBER] days after the end of each fiscal year of the Borrower, an annual budget and business plan for the following fiscal year;

(vi) Promptly after the same are available, copies of each annual report, proxy or financial statement, or other report or communication sent to the stockholders, members, or partners of the Borrower, and copies of all annual, regular, periodic, and special reports and registration statements which the Borrower may file or be required to file with any Governmental Authority;

(vii) Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Borrower pursuant to the terms of any indenture, loan, or credit or similar agreement;

(viii) Promptly, and in any event within [NUMBER] days after receipt thereof by the Borrower, copies of each notice or other correspondence received from any Governmental Authority concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower;

(ix) Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by the Borrower with any environmental law or environmental permit that could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower;

(x) [IF APPLICABLE] Within [NUMBER] days after the end of each fiscal year, evidence of the Borrower's continued MWBE certification; and

(xi) Promptly, such additional information regarding the business, financial, or corporate affairs of the Borrower, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request.

(b) Financial Covenants. Maintain at all times:

(i) A debt service coverage ratio of not less than [RATIO] to 1.00, measured [FREQUENCY] based on [CALCULATION METHOD];

(ii) A debt-to-equity ratio of not more than [RATIO] to 1.00, measured [FREQUENCY] based on [CALCULATION METHOD];

(iii) A current ratio of not less than [RATIO] to 1.00, measured [FREQUENCY] based on [CALCULATION METHOD];

(iv) Working capital of not less than [AMOUNT], measured [FREQUENCY] based on [CALCULATION METHOD]; and

(v) A minimum net worth of not less than [AMOUNT], measured [FREQUENCY] based on [CALCULATION METHOD].

(c) Notices. Promptly notify the Lender of:

(i) The occurrence of any Default or Event of Default;

(ii) Any matter that has resulted or could reasonably be expected to result in a material adverse effect on the business, operations, properties, or financial condition of the Borrower, including (A) breach or non-performance of, or any default under, a contractual obligation of the Borrower; (B) any dispute, litigation, investigation, proceeding, or suspension between the Borrower and any Governmental Authority; or (C) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower;

(iii) The occurrence of any ERISA Event;

(iv) Any material change in accounting policies or financial reporting practices by the Borrower;

(v) Any change in the Borrower's name, legal structure, place of business, or chief executive office; and

(vi) Any material loss or damage to the Collateral.

(d) Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (i) all tax liabilities, assessments, and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower; (ii) all lawful claims which, if unpaid, would by law become a lien upon its property; and (iii) all Indebtedness, as and when due and payable.

(e) Preservation of Existence. (i) Preserve, renew, and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses, and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower; and (iii) preserve or renew all of its registered patents, trademarks, trade names, and service marks, the non-preservation of which could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower.

(f) Maintenance of Properties. (i) Maintain, preserve, and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (ii) make all necessary repairs thereto and renewals and replacements thereof; and (iii) use the standard of care typical in the industry in the operation and maintenance of its facilities.

(g) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including, without limitation:

(i) Property insurance covering the Collateral against fire, theft, and other risks, in amounts not less than the full replacement cost of the Collateral;

(ii) General liability insurance in an amount not less than [AMOUNT] per occurrence and [AMOUNT] in the aggregate;

(iii) Workers' compensation insurance as required by applicable law;

(iv) [IF APPLICABLE] Business interruption insurance in an amount sufficient to pay expenses and debt service for a period of at least [TIME PERIOD];

(v) [IF APPLICABLE] Key person life insurance on [KEY PERSON] in an amount not less than [AMOUNT]; and

(vi) Such other insurance as the Lender may reasonably require.

All such policies shall (A) name the Lender as an additional insured (in the case of liability insurance) or lender's loss payee (in the case of property insurance), (B) provide that the insurer will give the Lender at least 30 days' prior written notice of any cancellation or material change in coverage, and (C) be reasonably satisfactory to the Lender in all other respects.

(h) Compliance with Laws. Comply in all material respects with the requirements of all laws, rules, regulations, and orders of any Governmental Authority applicable to it or its business or property, including, without limitation, environmental laws, ERISA, and the Americans with Disabilities Act.

(i) Books and Records. (i) Maintain proper books of record and account, in which full, true, and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower.

(j) Inspection Rights. Permit representatives and independent contractors of the Lender to visit and inspect any of its properties, to examine its corporate, financial, and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances, and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

(k) Use of Proceeds. Use the proceeds of the Loan solely for the purposes specified in Section 2.2.

(l) Further Assurances. Promptly upon request by the Lender, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing, or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register, and re-register any and all such further acts, deeds, certificates, assurances, and other instruments as the Lender may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) perfect and maintain the validity, effectiveness, and priority of any of the Security Documents and any of the liens intended to be created thereunder, and (C) assure, convey, grant, assign, transfer, preserve, protect, and confirm more effectively unto the Lender the rights granted or now or hereafter intended to be granted to the Lender under any Loan Document or under any other instrument executed in connection with any Loan Document to which the Borrower is or is to be a party.

(m) MWBE Status. [IF APPLICABLE] Maintain its status as a certified Minority and Women-owned Business Enterprise and promptly notify the Lender of any change in such status.

(n) Taxes. File all federal, state, and other tax returns and reports required to be filed, and pay all federal, state, and other taxes, assessments, fees, and other governmental charges levied or imposed upon it or its properties, income, or assets otherwise due and payable.

7.2 Negative Covenants. Until all obligations under the Loan Documents have been paid in full, the Borrower shall not, without the prior written consent of the Lender:

(a) Liens. Create, incur, assume, or suffer to exist any lien upon any of its property, assets, or revenues, whether now owned or hereafter acquired, other than the following (collectively, "Permitted Liens"):

(i) Liens pursuant to any Loan Document; (ii) Liens existing on the date hereof and listed on Schedule B attached hereto; (iii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iv) Carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (v) Pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance, and other social security legislation, other than any lien imposed by ERISA; (vi) Deposits to secure the performance of bids, trade contracts, and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; (vii) Easements, rights-of-way, restrictions, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; and (viii) Purchase money liens securing Indebtedness permitted under Section 7.2(b)(iii), provided that (A) such liens do not at any time encumber any property other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition.

(b) Indebtedness. Create, incur, assume, or suffer to exist any Indebtedness, except:

(i) Indebtedness under the Loan Documents; (ii) Indebtedness existing on the date hereof and listed on Schedule C attached hereto; (iii) Purchase money Indebtedness for equipment or fixed assets in an aggregate amount not to exceed [AMOUNT] outstanding at any time; (iv) Unsecured Indebtedness to trade creditors incurred in the ordinary course of business; and (v) Extensions, refinancings, modifications, amendments, and restatements of any Indebtedness described in clauses (i) through (iv) above, provided that the principal amount thereof is not increased.

(c) Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.

(d) Dispositions. Make any disposition or enter into any agreement to make any disposition, except:

(i) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (ii) Dispositions of inventory in the ordinary course of business; (iii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; and (iv) Dispositions of property by the Borrower to a wholly-owned subsidiary, provided that such subsidiary has executed a security agreement in favor of the Lender covering the transferred property.

(e) Restricted Payments. Declare or make, directly or indirectly, any restricted payment, or incur any obligation (contingent or otherwise) to do so, except:

(i) [IF APPLICABLE] Dividends or distributions to equity holders in an aggregate amount not to exceed [AMOUNT] in any fiscal year, provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (ii) [IF APPLICABLE] Repurchases of equity interests from former employees, officers, or directors in an aggregate amount not to exceed [AMOUNT] in any fiscal year, provided that no Default or Event of Default has occurred and is continuing or would result therefrom.

(f) Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower on the date hereof or any business substantially related or incidental thereto.

(g) Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower as would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person other than an Affiliate.

(h) Burdensome Agreements. Enter into any contractual obligation that (i) limits the ability of the Borrower to create, incur, assume, or suffer to exist liens on property of the Borrower, or (ii) requires the grant of a lien to secure an obligation of the Borrower if a lien is granted to secure another obligation of the Borrower.

(i) Use of Proceeds. Use the proceeds of the Loan, whether directly or indirectly, and whether immediately, incidentally, or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

(j) Amendments of Organizational Documents. Amend any of its organizational documents in a manner that could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of the Borrower or on the ability of the Borrower to perform its obligations under the Loan Documents.

(k) Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required by GAAP, or (ii) fiscal year.

(l) Prepayments of Indebtedness. Prepay, redeem, purchase, defease, or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Loan in accordance with the terms of this Agreement and (ii) regularly scheduled or required repayments or redemptions of Indebtedness permitted under Section 7.2(b).

(m) Capital Expenditures. Make or become legally obligated to make any capital expenditure, except for capital expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower during each fiscal year, [AMOUNT].

(n) Investments. Make any investments, except:

(i) Investments held by the Borrower in the form of cash equivalents or short-term marketable debt securities; (ii) Advances to officers, directors, and employees of the Borrower in an aggregate amount not to exceed [AMOUNT] at any time outstanding, for travel, entertainment, relocation, and analogous ordinary business purposes; (iii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; and (iv) Other investments not exceeding [AMOUNT] in the aggregate in any fiscal year.

8. FEES AND COSTS

8.1 Origination Fee. The Borrower shall pay to the Lender an origination fee equal to [PERCENTAGE]% of the Principal Amount ([AMOUNT]), which fee shall be due and payable on the Effective Date. The Lender may, at its option, deduct the origination fee from the initial disbursement of the Loan.

8.2 Closing Costs. The Borrower shall pay all closing costs associated with the Loan, including but not limited to:

(a) Appraisal fees in the amount of [AMOUNT]; (b) Title search and insurance fees in the amount of [AMOUNT]; (c) UCC and other lien search fees in the amount of [AMOUNT]; (d) Filing fees for UCC financing statements and other documents in the amount of [AMOUNT]; (e) Environmental assessment fees in the amount of [AMOUNT]; and (f) [OTHER CLOSING COSTS].

8.3 Ongoing Fees. The Borrower shall pay to the Lender the following ongoing fees:

(a) An annual loan servicing fee equal to [AMOUNT], payable on each anniversary of the Effective Date; (b) A loan administration fee equal to [AMOUNT], payable [FREQUENCY]; and (c) [OTHER ONGOING FEES].

8.4 Attorney Fees and Collection Costs. The Borrower shall pay all reasonable attorneys' fees and other costs and expenses incurred by the Lender in connection with the negotiation, preparation, and execution of the Loan Documents. In addition, the Borrower shall pay all reasonable attorneys' fees and other costs and expenses incurred by the Lender in connection with the enforcement of the Loan Documents, including but not limited to costs of collection, court costs, and attorneys' fees and expenses incurred in connection with any bankruptcy, reorganization, liquidation, or similar proceeding.

8.5 Late Charges. If any payment due under this Agreement is not received by the Lender within [GRACE PERIOD] days after its due date, the Borrower shall pay a late charge equal to [PERCENTAGE]% of the amount of such payment.

8.6 Default Rate. Upon the occurrence and during the continuance of an Event of Default, all obligations under the Loan Documents shall bear interest at the Default Rate.

9. DEFAULT AND REMEDIES

9.1 Events of Default. Each of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of the Loan, or (ii) within [NUMBER] days after the same becomes due, any interest on the Loan or any fee due hereunder, or (iii) within [NUMBER] days after the same becomes due, any other amount payable hereunder or under any other Loan Document.

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant, or agreement contained in any of Sections 7.1(b), 7.1(c), 7.1(e), 7.1(f), 7.1(g), 7.1(k), or 7.2.

(c) Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for [NUMBER] days after the earlier of (i) the date on which the Borrower becomes aware of such failure and (ii) the date on which the Lender gives written notice to the Borrower of such failure.

(d) Representations and Warranties. Any representation, warranty, certification, or statement of fact made or deemed made by or on behalf of the Borrower in any Loan Document, or in any document delivered in connection herewith or therewith, shall be incorrect or misleading in any material respect when made or deemed made.

(e) Cross-Default. (i) The Borrower fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of more than [AMOUNT], or (ii) the Borrower fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing, or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased, or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease, or redeem such Indebtedness to be made, prior to its stated maturity.

(f) Insolvency Proceedings, Etc. The Borrower institutes or consents to the institution of any proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, or similar law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without the application or consent of the Borrower and the appointment continues undischarged or unstayed for [NUMBER] days; or any proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, or similar law relating to the Borrower or to all or any material part of its property is instituted without the consent of the Borrower and continues undismissed or unstayed for [NUMBER] days, or an order for relief is entered in any such proceeding.

(g) Inability to Pay Debts; Attachment. (i) The Borrower becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Borrower and is not released, vacated, or fully bonded within [NUMBER] days after its issue or levy.

(h) Judgments. There is entered against the Borrower (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding [AMOUNT], or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, properties, or financial condition of the Borrower and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of [NUMBER] consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

(i) ERISA. [IF APPLICABLE] (i) An ERISA Event occurs with respect to a pension plan or multiemployer plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the pension plan, multiemployer plan, or the Pension Benefit Guaranty Corporation in an aggregate amount in excess of [AMOUNT], or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a multiemployer plan in an aggregate amount in excess of [AMOUNT].

(j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations under the Loan Documents, ceases to be in full force and effect; or the Borrower contests in any manner the validity or enforceability of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate, or rescind any Loan Document.

(k) Change of Control. There occurs any Change of Control with respect to the Borrower. For purposes of this Agreement, "Change of Control" means (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the issued and outstanding shares of capital stock of the Borrower having the right to vote for the election of directors of the Borrower under ordinary circumstances, or (ii) during any period of 12 consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of the Borrower (together with any new directors whose election by the board of directors of the Borrower or whose nomination for election by the stockholders of the Borrower was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

(l) Material Adverse Effect. There occurs any event or circumstance that has a material adverse effect on (i) the business, operations, properties, or financial condition of the Borrower, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any Loan Document or the rights and remedies of the Lender thereunder.

(m) Loss or Suspension of MWBE Status. [IF APPLICABLE] The Borrower's status as a certified Minority and Women-owned Business Enterprise is revoked, suspended, or otherwise limited.

(n) Impairment of Collateral. Any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby.

9.2 Cure Periods. The Borrower shall have the following cure periods with respect to the Events of Default specified below:

(a) For an Event of Default under Section 9.1(a)(i), no cure period; (b) For an Event of Default under Section 9.1(a)(ii), a cure period of [NUMBER] days after the due date; (c) For an Event of Default under Section 9.1(a)(iii), a cure period of [NUMBER] days after the due date; (d) For an Event of Default under Section 9.1(b), no cure period; (e) For an Event of Default under Section 9.1(c), a cure period of [NUMBER] days after the earlier of (i) the date on which the Borrower becomes aware of such failure and (ii) the date on which the Lender gives written notice to the Borrower of such failure; and (f) For all other Events of Default, no cure period unless specified in the applicable provision of Section 9.1.

9.3 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a) Declare the commitment of the Lender to make the Loan to be terminated, whereupon such commitment shall be terminated;

(b) Declare the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) Exercise all rights and remedies available to it under the Loan Documents or applicable law, including, without limitation:

(i) Enforce its security interest in the Collateral and take possession of and sell any or all of the Collateral in accordance with the Security Documents and applicable law;

(ii) Foreclose on any real property included in the Collateral in accordance with the applicable mortgage or deed of trust and applicable law;

(iii) Enforce any guarantees provided in connection with the Loan;

(iv) Set off against any accounts of the Borrower maintained with the Lender;

(v) Appoint a receiver to take possession of and manage the Borrower's business and assets;

(vi) Exercise any other rights or remedies available to a secured creditor under the UCC or other applicable law; and

(vii) Exercise any other right or remedy available at law or in equity.

9.4 Application of Funds. After the exercise of remedies provided for in Section 9.3, any amounts received on account of the obligations under the Loan Documents shall be applied by the Lender in the following order:

(a) First, to payment of that portion of the obligations constituting fees, indemnities, expenses, and other amounts (including fees, charges, and disbursements of counsel to the Lender and amounts payable under Section 8) payable to the Lender;

(b) Second, to payment of that portion of the obligations constituting accrued and unpaid interest on the Loan;

(c) Third, to payment of that portion of the obligations constituting unpaid principal of the Loan;

(d) Fourth, to payment of any other obligations due under the Loan Documents; and

(e) Last, the balance, if any, after all of the obligations under the Loan Documents have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

9.5 Cross-Default Provisions. An Event of Default under this Agreement shall constitute an event of default under all other Loan Documents, and an event of default under any other Loan Document shall constitute an Event of Default under this Agreement.

10. LEGAL PROVISIONS

10.1 Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement or any other Loan Document and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of [STATE/JURISDICTION], without regard to its conflict of laws principles.

10.2 Dispute Resolution.

(a) Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or any other Loan Document promptly by negotiation between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within [NUMBER] days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within [NUMBER] days after delivery of the disputing party's notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored.

(b) Mediation. If the dispute has not been resolved by negotiation as provided herein within [NUMBER] days after delivery of the initial notice of negotiation, or if the parties failed to meet within [NUMBER] days after delivery, the parties shall endeavor to settle the dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association; provided, however, that if one party fails to participate in the negotiation as provided herein, the other party can initiate mediation prior to the expiration of the [NUMBER] days.

(c) Arbitration. Any dispute arising out of or relating to this Agreement or any other Loan Document, including the breach, termination, or validity thereof, which has not been resolved by mediation as provided herein within [NUMBER] days after initiation of the mediation procedure, shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by [NUMBER] arbitrator(s) appointed in accordance with said Rules. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The place of arbitration shall be [CITY, STATE/JURISDICTION].

(d) Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in any court of competent jurisdiction in connection with any actual or threatened breach of this Agreement or any other Loan Document, or to enforce the terms of this Section 10.2. The commencement of any such action shall not constitute a waiver of the right to arbitrate as set forth herein.

10.3 Assignment and Delegation.

(a) By the Borrower. The Borrower shall not assign or delegate any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of the Lender, and any attempted assignment or delegation in violation of this provision shall be null and void.

(b) By the Lender. The Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Loan); provided that the Borrower's consent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment unless (i) an Event of Default has occurred and is continuing at the time of such assignment, or (ii) the assignment is to an Affiliate of the Lender. The Borrower hereby consents to the disclosure of any information obtained by the Lender in connection with this Agreement or any other Loan Document to any Person to which the Lender sells or proposes to sell an assignment or participation interest in the Loan, provided that such Person agrees to keep such information confidential.

10.4 Integration Clause. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. There are no promises, undertakings, representations, or warranties by the Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.5 Severability. If any provision of this Agreement or any other Loan Document, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement or such other Loan Document shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement or such other Loan Document. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

10.6 Waiver Provisions. No failure or delay by the Lender in exercising any right, power, or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and reme