Legal Reinstatement Letter

LEGAL REINSTATEMENT LETTER

This Legal Reinstatement Letter (the "Letter") is made and entered into this day of , by and between Reinstating Party: with principal address , and Other Party: with principal address .

RECITALS

WHEREAS, the parties entered into a written agreement dated the day of , (the "Original Agreement"); and

WHEREAS, an event of default occurred under the Original Agreement described as:

WHEREAS, the parties have engaged in good faith negotiations and wish to set forth the conditions upon which the Original Agreement shall be reinstated and treated as if the default had been cured as of an agreed Effective Date.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. REINSTATEMENT

Subject to the conditions set forth in Section 2, upon the satisfaction of all such conditions in full, the Original Agreement shall be reinstated and shall be deemed to have been in full force and effect as of the Effective Date: day of , .

Reinstatement under this Letter restores all rights, obligations, covenants and remedies under the Original Agreement as if the default and any suspension had been timely cured, except as expressly modified by this Letter.

2. CONDITIONS PRECEDENT

The obligations of the Other Party to accept reinstatement are expressly conditioned upon the following being completed or delivered to the satisfaction of the Other Party prior to or concurrently with the Effective Date:

1. Payment in full of all outstanding amounts specified in Section 3 below;
2. Execution and delivery of any documents reasonably required to evidence the reinstatement and any related amendments;
3. Receipt of the certifications and representations set forth in Section 4;
4. Other specific conditions:

Confirmation that the foregoing conditions have been satisfied shall be evidenced by written notice from the Other Party to the Reinstating Party in accordance with Section 7.

3. FEES, COSTS AND PAYMENT

Unless otherwise agreed in writing, all payments required under this Letter shall be made in cleared funds to the payee designated by the Other Party and shall be accompanied by a written statement identifying the purpose of the payment. The Reinstating Party shall be responsible for any reasonable costs, including attorneys' fees, incurred by the Other Party in documenting and effectuating the reinstatement, except as otherwise expressly allocated herein.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full right, power and authority to enter into this Letter and to perform its obligations hereunder; (b) this Letter has been duly authorized, executed and delivered and constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and delivery of this Letter does not violate any agreement to which it is a party or any applicable law.

5. COVENANTS AND PERFORMANCE

The Reinstating Party covenants to cure any continuing defaults and to perform all obligations that accrued or will accrue under the Original Agreement. Any modification to the timing or manner of performance resulting from reinstatement must be set forth in a written amendment signed by both parties.

6. NO WAIVER; RESERVATION OF RIGHTS

Except as expressly provided in this Letter, reinstatement shall not constitute a waiver of any rights or remedies available to either party arising from events occurring prior to the Effective Date, nor shall it be construed as an admission of liability. All rights and defenses available under the Original Agreement and applicable law are expressly reserved.

7. NOTICES

All notices, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

8. GOVERNING LAW

This Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

9. ENTIRE AGREEMENT

This Letter, 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 and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

10. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be reformed to the extent possible to reflect the parties' intent or, if reformation is not possible, shall be severed, and the remaining provisions of this Letter shall remain in full force and effect.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and executed by both parties. No waiver by either party of any breach or default shall operate as a waiver of any other breach or default or of the same breach or default on a future occasion.

12. COUNTERPARTS

This Letter may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding and given the same effect as original signatures.

13. MISCELLANEOUS

The parties acknowledge that they have read this Letter, understand its terms, and enter into it voluntarily. The provisions of this Letter intended to survive termination or expiration of the Original Agreement shall survive in accordance with their terms.

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