Legal Circular Letter

LEGAL CIRCULAR LETTER

Circular Letter No.:   Date of Issue:

This Legal Circular Letter (the "Letter") is issued by Issuer Name: with principal address at to Recipient Name: at for the purposes set forth below.

Recitals

WHEREAS, the Issuer is authorized to issue notices and instructions to the Recipient in connection with the subject matter identified above and any attachments incorporated herein;

WHEREAS, the Recipient has requested and the Issuer has determined that a formal circular letter is necessary to confirm certain obligations, timelines, procedures, and compliance measures described in this Letter;

WHEREAS, the parties intend that this Letter will provide binding instructions and constitute a written record of the actions required and the representations made herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 Letter, the following terms shall have the meanings set forth below: "Effective Date" means the date specified in Section 2; "Action Deadline" means the calendar date by which the Recipient must complete the actions described in Section 4; and "Confidential Information" has the meaning set forth in Section 6. Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in relevant governing agreements between the parties.

2. Effective Date

This Letter shall become effective on Effective Date: and shall continue in effect until the obligations described herein are fulfilled or terminated in accordance with Section 10.

3. Purpose and Scope

The purpose of this Letter is to (a) set forth specific actions required of the Recipient; (b) memorialize representations and certifications by the Recipient; and (c) provide notice of timelines, reporting obligations, and points of contact. The scope of this Letter is limited to the subject matter identified above and any documents expressly incorporated by reference.

4. Directions and Action Required

The Recipient shall take the following actions no later than Action Deadline: :

The Recipient shall notify the Issuer in writing promptly upon completion of each required action and shall provide documentary evidence of compliance where applicable.

5. Representations and Warranties

The Recipient represents and warrants that (a) it has the full corporate or organizational power and authority to accept and perform the obligations set forth herein; (b) the execution, delivery and performance of this Letter has been duly authorized by all necessary corporate or organizational action; and (c) no authorization, approval, consent or other action by any governmental authority or third party is required for the Recipient's performance except as expressly disclosed in writing to the Issuer.

6. Confidentiality

All information disclosed by the Issuer to the Recipient pursuant to this Letter and marked or otherwise reasonably understood to be confidential shall be treated as Confidential Information and shall not be disclosed to any third party except (i) with the prior written consent of the Issuer, (ii) as required by applicable law, or (iii) to the Recipient's employees or professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those in this Section. The Recipient shall use Confidential Information solely for the purposes of complying with this Letter.

7. Liability; Indemnity

Each party shall be liable for direct damages arising from its breach of this Letter. The Recipient agrees to indemnify and hold harmless the Issuer from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of the Recipient's breach of its representations, warranties, or obligations under this Letter, except to the extent such losses result from the Issuer's gross negligence or willful misconduct.

8. Notices

All notices under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this Section. Notices shall be effective upon receipt.

9. Amendments; Waiver

This Letter may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of such right, nor shall any single or partial exercise preclude other or further exercise of any right.

10. Governing Law; Jurisdiction

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Issuer and accepted by the Recipient. The parties submit to the exclusive jurisdiction of the competent courts in that jurisdiction for any dispute arising out of or relating to this Letter.

11. Entire Agreement; Severability

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

12. Counterparts; Execution

This Letter may be executed in counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be valid and binding for all purposes.

Acknowledgment

The undersigned acknowledge receipt of this Letter and confirm that they are authorized to bind their respective parties to the terms set forth herein.

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