Legal Recommit Document

Legal Recommit Document

This Legal Recommit Document (the "Agreement") is made and entered into as of the day of , by and between Client Name: with principal place of business at and Counterparty Name: with principal place of business at .

RECITALS

WHEREAS, the parties previously entered into an agreement entitled dated the day of , (the "Original Agreement");

WHEREAS, the parties desire to reaffirm, recommit to, and clarify certain obligations and covenants arising under the Original Agreement and to confirm that such obligations remain in full force and effect except as expressly modified herein;

WHEREAS, the parties intend that this Agreement shall constitute an enforceable reaffirmation subject to the terms and conditions set forth below.

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

1. Definitions

1.1 In this Agreement, capitalized terms not otherwise defined shall have the meanings given to them in the Original Agreement. For purposes of clarity, "Reaffirmed Obligations" shall mean those duties, covenants, liens, schedules and payment obligations described in the Original Agreement and in any amendment expressly incorporated by reference into this Agreement. The parties may describe particular obligations to be reaffirmed here:

2. Recommitment

2.1 Reaffirmation. Each party hereby expressly reaffirms and recommits to perform its respective obligations under the Original Agreement to the extent identified as Reaffirmed Obligations and agrees that such obligations remain binding, enforceable and not waived, except as expressly modified in this Agreement.

2.2 Effect of Recommitment. Except as expressly set forth in this Agreement, the Original Agreement shall remain in full force and effect. No act, omission, or other circumstance occurring prior to the date of this Agreement shall constitute a waiver or release of any obligation unless expressly stated in writing and signed by the party entitled to the benefit thereof.

3. Representations and Warranties

3.1 Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any law, contractual restriction, or order applicable to it.

3.2 No Unrecorded Modification. Each party affirms that there are no oral or written side agreements affecting the Reaffirmed Obligations except as expressly set forth in the Original Agreement or this Agreement.

4. Covenants

4.1 Performance. Each party covenants to perform all Reaffirmed Obligations in good faith and in a commercially reasonable manner. Time is of the essence with respect to any dates and deadlines incorporated by reference into the Reaffirmed Obligations.

4.2 Cooperation. The parties shall cooperate and execute such further instruments and take such further actions as may be reasonably necessary to effectuate the intent and purpose of this Agreement.

5. No Release; Reservation of Rights

5.1 Except as expressly provided in this Agreement, nothing in this Agreement shall constitute a release, discharge, or novation of any claim, right, remedy or obligation arising under the Original Agreement, and all rights and remedies of the parties are expressly reserved.

6. Term and Termination

6.1 Term. This Agreement shall become effective on the date set forth above and shall remain in effect until such time as the Reaffirmed Obligations are fully performed or otherwise terminated in accordance with the Original Agreement or by mutual written agreement of the parties.

7. Remedies; Indemnification

7.1 Remedies. All remedies available under the Original Agreement, at law or in equity, shall remain available to the parties to enforce the Reaffirmed Obligations. The exercise of one remedy shall not be deemed to be an election of remedies or a waiver of any other remedies.

7.2 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses arising out of its breach of the Reaffirmed Obligations, except to the extent such losses result from the indemnified party's gross negligence or willful misconduct.

8. Notices

All notices, demands and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this provision. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

9. Amendments; Waiver

9.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right or remedy will operate as a waiver of that right or remedy.

10. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

11. Entire Agreement; Severability; Counterparts

11.1 Entire Agreement. This Agreement, together with the Original Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, with respect to the specific matters reaffirmed hereby.

11.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be binding for all purposes.

12. Miscellaneous

12.1 Headings. Headings in this Agreement are for convenience only and shall not affect interpretation. 12.2 Construction. The parties acknowledge that they have negotiated this Agreement and that no rule of construction requiring interpretation against the drafter shall be applied.

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