Legal Condition Acknowledgement

LEGAL CONDITION ACKNOWLEDGEMENT

This Legal Condition Acknowledgement (the "Acknowledgement") is made and entered into as of Day: Month: Year: by and between Acknowledging Party Name: Address: and Counterparty Name: Address: .

RECITALS

WHEREAS, the Counterparty is asserting or advising of certain legal conditions, encumbrances, restrictions, regulatory requirements, or other matters affecting the subject matter identified below (the "Conditions"); and

WHEREAS, the Acknowledging Party has been provided with written notice of the Conditions and has had the opportunity to review documents and materials describing those Conditions; and

WHEREAS, the parties desire to set forth the Acknowledging Party's formal acknowledgment of the Conditions, the obligations triggered by those Conditions, and the remedies and procedures applicable in the event of breach.

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

1.1 "Conditions" means any legal, regulatory, contractual or factual matter disclosed to the Acknowledging Party by the Counterparty in writing that materially affects rights, obligations, title, use, or transferability of the subject matter described in Section 1.2 below.

1.2 Subject Matter Description:

2. ACKNOWLEDGMENT OF CONDITIONS

2.1 The Acknowledging Party hereby acknowledges receipt of written notice of the Conditions and affirms that it has reviewed the materials and information provided by the Counterparty. The Acknowledging Party expressly admits that the Conditions exist as described in those materials and that, to the extent applicable, the Conditions are binding on or otherwise affect the Acknowledging Party's rights with respect to the Subject Matter.

2.2 Description of Conditions (attach or summarize all relevant documents and known facts):

2.3 The Acknowledging Party confirms that all statements made by it in relation to the Conditions are true and complete to the best of its knowledge and that it will not assert, in any dispute with the Counterparty, lack of notice or lack of knowledge as a defense to the existence or effect of the Conditions.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into this Acknowledgement; (b) execution and delivery of this Acknowledgement by such party and the performance of its obligations hereunder have been duly authorized; and (c) this Acknowledgement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3.2 Additional Representation by Acknowledging Party: The Acknowledging Party represents that it has not, prior to the Effective Date, relied upon any representation or statement made by the Counterparty except as expressly set forth in writing and attached as exhibits to this Acknowledgement.

4. COMPLIANCE; TIMELINE

4.1 The Acknowledging Party shall take all actions reasonably necessary to comply with or cure the Conditions in accordance with applicable law and any schedule agreed between the parties. The initial compliance deadline shall be:

4.2 If the Acknowledging Party determines that full compliance cannot be achieved by the deadline set forth in Section 4.1, it shall provide written notice to the Counterparty no later than five (5) business days prior to such deadline, setting forth a proposed remediation plan and timetable. The Counterparty shall act reasonably in reviewing and, if appropriate, approving any extension or remediation plan.

5. REMEDIES

5.1 In the event of a material breach of this Acknowledgement by the Acknowledging Party, the Counterparty shall be entitled to pursue all remedies available at law or in equity, including without limitation specific performance, injunctive relief, and recovery of damages, costs and attorneys' fees reasonably incurred in enforcing this Acknowledgement.

5.2 The exercise of any remedy by the Counterparty shall not preclude the exercise of any other remedy available under this Acknowledgement or at law.

6. INDEMNIFICATION

6.1 The Acknowledging Party agrees to indemnify, defend and hold harmless the Counterparty and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of this Acknowledgement or any misrepresentation by the Acknowledging Party regarding the Conditions.

7. CONFIDENTIALITY

7.1 The parties acknowledge that information concerning the Conditions may be confidential. Except as required by law or as otherwise agreed in writing, neither party shall disclose the other party's confidential information concerning the Conditions to third parties. Information is confidential if it is designated confidential or if a reasonable person would understand the information to be confidential given the nature of the information and the circumstances of disclosure.

8. NOTICES

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

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 This Acknowledgement may be amended only by a written instrument signed by the parties. No waiver of any provision or breach shall be effective unless in a writing signed by the party granting the waiver, and no waiver shall be construed as a waiver of any subsequent breach.

9.2 This Acknowledgement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Acknowledgement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to principles of conflicts of law.

Governing Jurisdiction:

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

10.3 Entire Agreement. This Acknowledgement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties.

MISCELLANEOUS

11.1 Remedies Cumulative. The remedies provided in this Acknowledgement are cumulative and are not exclusive of any remedies provided by law or in equity.

11.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Acknowledgement.

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