Legal Loan Settlement Letter

LEGAL LOAN SETTLEMENT LETTER

This Loan Settlement Letter (the "Agreement") is entered into as of Effective Date: by and between Creditor Name: with principal address Creditor Address: , and Debtor Name: with principal address Debtor Address: . Creditor and Debtor are individually a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Creditor is the holder of a certain loan obligation identified as Account Number: (the "Loan"), originally evidenced by loan documents between the Parties; and

WHEREAS, as of Reference Date: the outstanding principal, interest and charges on the Loan total Outstanding Balance: $; and

WHEREAS, the Parties desire to fully and finally settle the Loan on the terms and conditions set forth in this Agreement to avoid litigation and to resolve all claims arising from or related to the Loan.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 Agreement the following terms shall have the meanings set forth below:

"Settlement Amount" means the sum of $ as specified in Section 2 below.

"Payment Date" means the date on which the Settlement Amount is due: .

2. SETTLEMENT PAYMENT

2.1 Payment Obligation. Debtor shall pay the Settlement Amount to Creditor in full and final satisfaction of the Loan on or before the Payment Date. Payment received by Creditor in cleared funds in accordance with the Payment Instructions set forth below shall be deemed full performance of Debtor's obligations under this Agreement.

2.2 Method. Unless otherwise agreed in writing by the Parties, payment shall be made by wire transfer or certified funds. Debtor shall bear any fees or costs associated with the transfer of funds so that Creditor receives the full Settlement Amount in immediately available funds.

3. RELEASE

3.1 General Release by Creditor. Upon Creditor's receipt of the full Settlement Amount in cleared funds, Creditor hereby fully, finally and forever releases and discharges Debtor and Debtor's agents, employees, successors and assigns from any and all claims, causes of action, demands, liabilities and obligations arising out of or related to the Loan through the Payment Date, whether known or unknown, asserted or unasserted.

3.2 Scope. The release in Section 3.1 does not release (a) obligations created by this Agreement, (b) claims arising from fraud or willful misconduct not waived herein, or (c) obligations expressly reserved in writing in this Agreement.

4. CONDITIONS PRECEDENT

4.1 Creditor's obligation to execute the release described in Section 3 is expressly conditioned upon receipt by Creditor of (a) full payment of the Settlement Amount in cleared funds, and (b) delivery by Debtor of any documentation reasonably required by Creditor to evidence the satisfaction and termination of the Loan.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other that: (a) it has the necessary power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by such Party; and (c) the execution and performance of this Agreement do not violate any other agreement to which such Party is bound.

5.2 Debtor represents that, except as expressly disclosed in writing to Creditor prior to the Effective Date, there are no material defenses, offsets or counterclaims asserted by Debtor with respect to the Loan.

6. COVENANTS

Debtor covenants to perform its obligations hereunder in good faith, to provide timely cooperation reasonably requested by Creditor to effectuate the terms of this Agreement, and to refrain from taking any action that would impair Creditor's receipt of the Settlement Amount.

7. TAXES AND REPORTING

Each Party shall be responsible for any tax liability imposed upon it by reason of the receipt or forgiveness of any portion of the Settlement Amount. Creditor shall furnish any tax forms it is required to provide under applicable law and shall provide Debtor with reasonable documentation of such reporting upon request.

8. CONFIDENTIALITY

Except as required by law or for the Parties' tax reporting and internal recordkeeping, the Parties agree to keep the terms and existence of this Agreement confidential and not to disclose such terms to any third party without the prior written consent of the other Party.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery. Notices are effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

11.2 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most closely effects the Parties' intent.

11.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of a Party to enforce any right shall not constitute a waiver of that right.

11.4 Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

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