Legal Authenticity Letter

LEGAL AUTHENTICITY LETTER

This Legal Authenticity Letter (the "Letter") is made effective as of by and between Issuer Name: , with principal address: (hereinafter "Certifying Party"), and Recipient Name: , with principal address: (hereinafter "Recipient").

RECITALS

WHEREAS, the Recipient has requested a written certification concerning the authenticity of certain documents and signatures as described below; and

WHEREAS, the Certifying Party has custody of originals, copies, or records and possesses knowledge, documentation, or procedures sufficient to verify authenticity and continuity of custody for the specified materials; and

WHEREAS, the parties desire to document the scope and legal effect of the Certifying Party's authentication so that the Recipient may rely on the certification subject to the terms and limitations set forth herein.

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

1. CERTIFICATION

1.1 Certification. The Certifying Party hereby certifies, to the best of its knowledge and based on its review and custody of the materials identified in Section 2, that:

(a) any copies provided or described are true, correct and complete copies of the originals maintained in the Certifying Party's files at the address set forth above; and

(b) signatures appearing on the identified documents are, in the Certifying Party's reasonable belief based on its review and records, genuine and were executed by the persons purporting to have executed them, except as expressly identified in writing by the Certifying Party.

2. DOCUMENTS AND SCOPE

2.1 Identified Materials. The certification in Section 1 applies only to the following documents and materials that are in the Certifying Party's custody:

2.2 Scope Limitation. The Certifying Party's certification is limited to authenticity and custody, and does not constitute a legal opinion regarding the legal effect, validity, enforceability, or admissibility of the documents under any particular jurisdiction unless expressly stated in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 By issuing this Letter, the Certifying Party represents and warrants that (a) it has authority to make the statements herein with respect to the identified materials; (b) the information provided to the Certifying Party concerning identity of signatories was reviewed in the ordinary course of business; and (c) to the Certifying Party's actual knowledge after reasonable inquiry, no material facts have been omitted that would render the certification materially misleading.

4. RELIANCE; THIRD PARTIES

4.1 Reliance. The Recipient may rely upon this Letter for the limited purposes stated herein. Any reliance by third parties is permitted only to the extent expressly authorized in writing by the Certifying Party.

4.2 No Additional Duties. The Certifying Party has no duty to undertake independent investigation on behalf of the Recipient or third parties beyond the scope of this Letter.

5. INDEMNITY

5.1 Indemnity. The Certifying Party agrees to indemnify, defend and hold harmless the Recipient from and against any losses, liabilities, costs, expenses, claims or damages (including reasonable attorneys' fees) arising out of a material breach of the representations made in this Letter, provided that the Recipient gives prompt written notice of any claim and cooperates in the defense.

6. NOTICES

Certifying Party Notices

Recipient Notices

Notices shall be deemed given when delivered in writing to the addresses provided above by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

7. AMENDMENT; WAIVER; COUNTERPARTS

7.1 Amendment and Waiver. No amendment, modification or waiver of any provision of this Letter will be effective unless in a writing signed by both parties. No waiver by either party of any breach will be deemed a waiver of any subsequent breach.

7.2 Counterparts. This Letter may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be binding.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

8.2 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

8.3 Severability. If any provision of this Letter is held invalid or unenforceable, the remaining provisions 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.

9. MISCELLANEOUS

9.1 Disclosure to Authorities. Nothing in this Letter limits the Certifying Party's obligations to disclose documents or information to governmental or regulatory authorities as required by law.

9.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Letter does not confer any rights or remedies upon any person other than the parties.

CERTIFYING OFFICER

Name and Title of Certifying Officer

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