Legal Joinder Waiver

LEGAL JOINDER WAIVER

This Legal Joinder Waiver (the "Agreement") is entered into effective as of by and between Party A: with principal address at , and Party B: with principal address at .

RECITALS

WHEREAS, Party A and one or more additional parties are parties to an existing agreement described as dated (the "Original Agreement");

WHEREAS, Party B has requested to become a party to the Original Agreement or a related instrument identified as ; and

WHEREAS, the parties desire to set forth the terms upon which Party B may be joined to the Original Agreement and to provide certain waivers, releases and covenants in connection therewith.

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

1. Joinder; Acceptance

1.1 Joinder. Subject to the terms and conditions of this Agreement, Party A hereby consents to and acknowledges the joinder of Party B as a party to the Original Agreement and/or the instrument described above. Upon execution of this Agreement by both parties, Party B shall have all rights and obligations of a party under the Original Agreement to the extent expressly set forth in the Original Agreement and this Agreement.

1.2 Acceptance. Party B accepts and agrees to assume and be bound by all duties, obligations and liabilities applicable to a party under the Original Agreement arising on or after the Effective Date, except as expressly modified by this Agreement.

2. Waiver

2.1 Limited Waiver. Party A irrevocably waives any right, claim or demand against Party B arising solely from events occurring prior to the Effective Date to the extent such rights, claims or demands are expressly waived in this Agreement. This waiver is limited to the scope and extent expressly stated herein and does not waive any rights that cannot be validly waived as a matter of law.

2.2 No Further Waiver. Except as expressly set forth in this Agreement, no party shall be deemed to have waived any right, remedy or claim under the Original Agreement by entering into this Agreement.

3. Consideration

In consideration of the joinder and the waivers set forth in this Agreement, the parties acknowledge the receipt of consideration described as: .

4. Representations and Warranties

Each party represents and warrants to the other that (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

5. Effect of Joinder; No Novation

5.1 Effect. The joinder of Party B is intended to bind Party B to the Original Agreement as of the Effective Date and to grant Party B the rights and impose the obligations specified in the Original Agreement and this Agreement.

5.2 No Novation. Except as expressly provided herein, this Agreement does not constitute a novation of the Original Agreement and shall not release or discharge any liabilities or obligations of parties to the Original Agreement except as expressly set forth.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or resulting from any breach of the representations, warranties or covenants made by such indemnifying party in this Agreement.

7. Notices

All notices, demands and other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as any party may specify by written notice to the other parties in accordance with this section. Notices shall be effective upon receipt.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated as: , without regard to conflict of laws principles.

9. Entire Agreement

This Agreement, together with the Original Agreement as modified hereby, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, whether oral or written, relating to such subject matter.

10. Severability

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

11. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing 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 such right. 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.

12. Further Assurances

Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

13. Acknowledgment

Each party acknowledges that it has read this Agreement, understands it and has had the opportunity to consult with legal counsel of its choice prior to execution. Each party further acknowledges that it enters into this Agreement freely and voluntarily.

NOTICES CONTACT INFORMATION (optional)

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