Legal Clearance Letter

LEGAL CLEARANCE LETTER

This Legal Clearance Letter (the "Letter") is made as of Date: by Legal Counsel: , Address: (Counsel), to Recipient Name: , Address: (Recipient).

Recitals

WHEREAS, Recipient has requested that Counsel provide a legal clearance concerning the matters described below in connection with Transaction Description: ; and

WHEREAS, Counsel has undertaken a review of the documents and information identified below and based on that review is prepared to issue this Letter subject to the qualifications and limitations set forth herein; and

WHEREAS, Recipient will rely upon this Letter for the limited purposes and to the limited extent expressly stated herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, Counsel and Recipient agree as follows:

1. Grant of Clearance

1.1 Counsel hereby certifies, subject to the qualifications and limitations set forth in Section 3, that based on the factual representations provided by Recipient and the documents reviewed by Counsel, Counsel is not aware of any pending or threatened litigation, injunction, order, or undisclosed legal restriction that would prohibit or materially impair the completion of the transaction described above as of the date of this Letter, solely with respect to the matters expressly reviewed and stated herein.

1.2 The clearance granted by Counsel is limited to the specific matters and documents expressly identified in Section 2 and does not extend to any matters that Counsel did not expressly review or that are disclosed to Counsel after the date of this Letter.

2. Documents and Materials Reviewed

3. Qualifications, Limitations, and Exceptions

3.1 This Letter is limited to matters of law in the jurisdiction identified in Section 9 and is based solely upon the state of facts known to Counsel as of the date of this Letter. Counsel’s clearance does not constitute an opinion on factual matters, accounting treatment, tax consequences, regulatory interpretations outside the specified jurisdiction, or the adequacy of corporate records that were not provided to Counsel.

3.2 Counsel does not undertake to advise on matters that may subsequently arise, and this Letter is not a guaranty or insurance against future claims or liabilities. Counsel has not independently verified the accuracy of factual statements provided by third parties unless expressly stated otherwise.

4. Reliance; Third-Party Reliance

4.1 This Letter is furnished solely for the benefit of Recipient and its permitted transferees, and may be relied upon only to the extent expressly authorized in writing by Counsel. Any party seeking to rely on this Letter must be expressly identified by name in the "Permitted Reliance" field below.

5. Representations and Warranties

5.1 Recipient represents and warrants to Counsel that the information and documents provided to Counsel were, to Recipient’s knowledge after due inquiry, accurate and complete in all material respects at the time provided and that no material facts have been intentionally withheld.

6. Indemnity

6.1 Recipient shall indemnify, defend and hold harmless Counsel and its partners, associates and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any inaccuracy in Recipient’s representations, any reliance by a party not permitted by Section 4, or any use of this Letter for a purpose not expressly authorized herein.

7. Confidentiality

7.1 The parties agree that the existence and terms of this Letter are confidential and shall not be disclosed except (a) as required by law or regulation, (b) to those officers, directors, partners, employees, counsel and advisors of a party who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, or (c) with the prior written consent of the other party.

8. Notices

8.1 All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. Governing Law; Miscellaneous

9.1 This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

9.2 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral communications relating to such subject matter.

9.3 Severability. If any provision of this Letter is held to be invalid or unenforceable, the remainder of this Letter shall remain in full force and effect and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable.

9.4 Amendments; Waiver. No amendment or waiver of any provision of this Letter shall be effective unless in a writing signed by both parties. No failure or delay by any party in exercising any right under this Letter shall operate as a waiver of that right.

9.5 Counterparts. This Letter 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.

Acknowledgment

The undersigned counsel and recipient certify that they are authorized to execute this Letter and that they have read, understand and agree to be bound by the terms and conditions set forth herein.

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