Legal Default Document

LEGAL DEFAULT DOCUMENT

This Legal Default Document (the "Notice") is made as of Effective Date: by and between Creditor Name: with principal address Creditor Address: and Debtor Name: with principal address Debtor Address: .

RECITALS

WHEREAS, Creditor and Debtor are parties to certain obligations evidenced by one or more agreements, instruments, security documents or other undertakings (collectively, the "Obligations"), and Debtor has failed to perform certain material obligations thereunder; and

WHEREAS, Creditor wishes to notify Debtor of the nature of the default, to state the amount claimed to be due, and to provide an opportunity to cure as permitted under the relevant agreement and applicable law; and

WHEREAS, the parties intend by this Notice to set forth the Creditor's election of remedies and to preserve the Creditor's rights and remedies available at law and in equity.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Notice, the following terms shall have the meanings set forth below. "Default" means any failure by Debtor to perform any material covenant, condition or obligation set forth in the Obligations. "Cure Period" means the period specified in Section 3 during which Debtor may remedy the Default.

2. EVENT OF DEFAULT

Creditor hereby notifies Debtor that a Default has occurred. Description of Default:

Date on which the Default was discovered: . Amount currently claimed due and owing (if monetary): . Interest, fees and other charges continue to accrue as provided in the Obligations.

3. NOTICE OF DEFAULT AND OPPORTUNITY TO CURE

Debtor shall have a cure period of days from receipt of this Notice to cure the Default, or to provide written assurance satisfactory to Creditor that the Default will be promptly cured. If the Default is not cured within the Cure Period, Creditor may declare all outstanding Obligations immediately due and payable and pursue any and all remedies available at law or in equity.

4. ACCELERATION AND REMEDIES

Upon Debtor's failure to cure within the Cure Period, Creditor may, at its election and without further notice except where notice is required by law, accelerate all sums due under the Obligations, exercise rights of setoff, foreclose security interests, repossess collateral, and commence or continue any collection or enforcement actions. Creditor shall be entitled to recover all costs and expenses of collection, including reasonable attorneys' fees, court costs and any other amounts permitted by the Obligations or applicable law.

5. SECURITY AND PRESERVATION OF RIGHTS

All rights and remedies of Creditor under the Obligations and applicable law are cumulative. The exercise of any remedy shall not prejudice Creditor's right to exercise any other remedy. Creditor's failure to exercise any right or remedy upon Default shall not constitute a waiver of that right or remedy unless such waiver is made expressly in a written instrument signed by Creditor.

6. MITIGATION; DUTY TO MITIGATE

Creditor shall use commercially reasonable efforts to mitigate damages where required by applicable law. Nothing in this Notice shall limit or negate Debtor's obligation to mitigate its damages, nor shall any exercise of remedies by Creditor be construed as a waiver of any duty to mitigate where such duty exists.

7. NO WAIVER

No failure or delay by Creditor in exercising any right, power or privilege under the Obligations or this Notice shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

8. NOTICES

All notices required or permitted under this Notice shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, addressed to the respective party at the address set forth above, or at such other address as either party may designate by written notice to the other.

9. ATTORNEYS' FEES AND COSTS

If Creditor enforces any of its rights or remedies under this Notice or the Obligations, Creditor shall be entitled to recover from Debtor all costs and expenses of enforcement, including reasonable attorneys' fees, court costs and filing fees, to the fullest extent permitted by the Obligations and applicable law.

10. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Notice, together with the underlying Obligations, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Notice is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties to the maximum extent permitted by law.

13. AMENDMENTS; COUNTERPARTS

This Notice may be amended only by a written instrument signed by both parties. This Notice 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.

14. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to execute and deliver this Notice and to perform its obligations hereunder, and that the execution and delivery of this Notice have been duly authorized by all necessary corporate or other action.

ADDITIONAL INFORMATION

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