Legal Reaffirmation Agreement

LEGAL REAFFIRMATION AGREEMENT

This Legal Reaffirmation Agreement (the Agreement) is made effective as of by and between Creditor Name: ("Creditor") and Debtor Name: ("Debtor").

RECITALS

WHEREAS, Creditor and Debtor entered into an agreement titled dated identified as Agreement No. (the Original Agreement).

WHEREAS, pursuant to the Original Agreement, Debtor owes to Creditor an outstanding principal sum of together with any accrued interest, fees, and costs (collectively, the Debt); and

WHEREAS, the parties desire to reaffirm and confirm the continuing validity and enforceability of the Original Agreement and the Debt on the terms set forth in this Agreement.

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

1. REAFFIRMATION OF OBLIGATIONS

Debtor hereby knowingly, voluntarily and unconditionally reaffirms and acknowledges the Debt and that the Original Agreement remains in full force and effect except as expressly modified herein. Debtor expressly agrees that the Debt shall remain an outstanding, legal, valid and enforceable obligation of Debtor and not be discharged, released, or otherwise extinguished by any prior proceeding, including any insolvency or bankruptcy proceeding unless specifically provided by statute and agreed in writing by Creditor.

2. AMOUNT REAFFIRMED; PAYMENT TERMS

The parties agree that the amount being reaffirmed as of the Effective Date is plus accrued interest and permitted charges. Payment of the reaffirmed amount shall be governed by the Original Agreement except to the extent modified in writing in this Agreement. Any specific modification to payment terms is set forth as follows:

3. NO NOVATION; CONTINUING SECURITY

This Agreement is not intended to and shall not operate as a novation, release, discharge or substitution of any security interest, guaranty, collateral, lien or other obligation securing the Debt unless expressly stated herein in writing. All security interests and other protections previously granted to Creditor continue in full force and effect, except to the extent expressly modified in writing in this Agreement.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power, authority, and legal capacity to enter into and perform this Agreement; (b) this Agreement has been duly authorized by all requisite corporate or other action, if applicable; and (c) upon execution and delivery, this Agreement will constitute a legal, valid and binding obligation enforceable against such party in accordance with its terms.

5. COVENANTS

Debtor covenants to perform all obligations required under the Original Agreement and this Agreement, to pay all amounts when due, and to comply with all material terms and conditions of the Original Agreement. Debtor further covenants not to assert any defense, claim or counterclaim that would invalidate, reduce or discharge the Debt, except those defenses that arise by operation of law and cannot be waived.

6. DEFAULT; REMEDIES

A default under this Agreement shall constitute a default under the Original Agreement. Upon the occurrence of an Event of Default, Creditor shall have all rights and remedies available under the Original Agreement, at law or in equity, including without limitation acceleration of the Debt, foreclosure on collateral, recovery of reasonable attorneys' fees and costs, and all other remedies provided by applicable law.

7. ATTORNEYS' FEES AND COSTS

To the fullest extent permitted by law, the prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, court costs and other expenses incurred in connection with such enforcement, in addition to any other relief to which it may be entitled.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other method agreed in writing.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and any written amendments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that effectuates the original intent of the parties to the greatest extent permitted by law.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof, nor shall a single or partial exercise of any right preclude other or further exercise of that right or the exercise of any other right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures exchanged by electronic transmission in portable document format (.pdf) or similar electronic means shall be binding and have the same force and effect as original signatures.

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