Legal Prepetition Agreement

LEGAL PREPETITION AGREEMENT

This Legal Prepetition Agreement (this "Agreement") is made as of by and between Debtor Name: , an entity organized as Corporation LLC Individual, with principal address (the "Debtor"), and Creditor Name: , a Bank Lender Other, with principal address (the "Creditor").

RECITALS

WHEREAS, the Debtor is indebted to the Creditor pursuant to certain obligations arising prior to the filing of any petition for relief under bankruptcy laws, including without limitation obligations evidenced by account or claim number , in the principal amount of (the "Prepetition Obligations").

WHEREAS, the parties desire to record their respective prepetition understandings, stipulations, and remedies with respect to the Prepetition Obligations and any related collateral, and to provide for certain forbearance, releases, and acknowledgment obligations without prejudice to rights preserved under applicable law.

WHEREAS, the parties intend that this Agreement shall be binding on their successors and permitted assigns and shall govern the respective rights of the parties with respect to the Prepetition Obligations through the Effective Date defined below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for 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, capitalized terms used but not otherwise defined herein shall have the meanings assigned in this Section. "Effective Date" means the date first written above. "Collateral" means all property, real or personal, whether now owned or hereafter acquired, in which the Creditor asserts a security interest, lien, or other encumbrance in respect of the Prepetition Obligations.

2. ACKNOWLEDGMENT OF PREPETITION OBLIGATIONS

The Debtor hereby acknowledges and stipulates that, as of the Effective Date, the Debtor is indebted to the Creditor in respect of the Prepetition Obligations in the aggregate principal amount set forth above. The Debtor agrees that the Prepetition Obligations constitute legal, valid, and binding obligations of the Debtor enforceable in accordance with their terms, subject to applicable bankruptcy and insolvency law defenses.

3. SECURITY INTERESTS; COLLATERAL

To the extent the Creditor asserts a security interest in any Collateral, the Debtor acknowledges such security interest as of the Effective Date. The Debtor authorizes and ratifies all filings, registrations, and other actions heretofore or hereafter taken by the Creditor to perfect and preserve such security interests. Nothing in this Agreement shall be construed to grant the Creditor additional collateral beyond that validly perfected under applicable law, except as expressly set forth herein.

4. FORBEARANCE AND STANDSTILL

Subject to the terms and conditions of this Agreement, the Creditor agrees to forbear from exercising specified remedies against the Debtor or the Collateral for the period commencing on the Effective Date and ending on (the "Forbearance Period"), provided that the Debtor remains in material compliance with its covenants set forth in Section 7. For clarity, any forbearance is limited and shall not constitute a waiver of the Creditor's rights except as expressly provided in this Agreement.

5. PAYMENT AND SETTLEMENT TERMS

The parties agree the Debtor shall make payments to the Creditor in accordance with the schedule and amounts described in the attached schedule or as set forth below. Payment schedule description:

6. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default: (a) the Debtor's failure to make any scheduled payment within five (5) business days of its due date; (b) the Debtor's breach of any covenant or representation contained herein that is not cured within ten (10) days after written notice; (c) the filing by or against the Debtor of a petition in bankruptcy or for insolvency; or (d) any material deterioration of the Collateral or the Debtor's financial condition that, in the Creditor's reasonable judgment, materially impairs the Creditor's prospect of recovery.

Upon the occurrence of an Event of Default, and subject to any applicable mandatory stay or other statutory restrictions, the Creditor shall have the right to exercise all remedies available at law or in equity, including acceleration of the Prepetition Obligations, foreclosure on the Collateral, and application of proceeds to outstanding obligations.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Debtor represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against the Debtor in accordance with its terms, subject to applicable bankruptcy law. The Debtor covenants to preserve the Collateral and to provide the Creditor with reasonable access to financial information upon request.

8. RELEASES AND WAIVERS

In consideration of the mutual promises herein, the Creditor shall, to the extent expressly set forth and conditioned by performance hereunder, release certain claims described in writing and attached hereto. Any release shall be expressly limited to the claims specified and shall not affect any other rights or claims the Creditor may have except as expressly waived in writing.

9. INDEMNIFICATION

The Debtor agrees to indemnify and hold harmless the Creditor from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the Debtor, except to the extent such losses arise from the Creditor's gross negligence or willful misconduct.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered personally, by overnight courier, or by certified mail (return receipt requested), directed to the parties at the addresses set forth below or to such other address as a party may designate by notice pursuant to this Section.

11. AMENDMENT, WAIVER, COUNTERPARTS

This Agreement may not be amended or modified except by an instrument in writing signed by each party hereto. 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. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties below without regard to principles of conflicts of law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

13. MISCELLANEOUS

The parties acknowledge that this Agreement is intended to allocate and preserve rights in the event of a formal insolvency proceeding and that certain provisions may be subject to review in any such proceeding. Nothing contained herein shall be construed to relieve any party of obligations imposed by applicable law or to provide any party with a greater recovery than otherwise permitted by law, except as expressly provided herein.

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