Legal Consent Application

LEGAL CONSENT APPLICATION

This Legal Consent Application (this "Application") is submitted on by Applicant Name: (Applicant) to Consenting Party Name: (Consenting Party).

Applicant requests the grant of consent described herein and submits the factual, legal and administrative information required to permit the Consenting Party to consider and, if appropriate, grant the requested consent pursuant to the terms set forth in this Application.

RECITALS

WHEREAS, Applicant intends to undertake or permit the Activity described below that, absent the requested consent, would be restricted or subject to prior approval by the Consenting Party; and

WHEREAS, Consenting Party is authorized under governing documents, statute, agreement or policy to grant or withhold consent with respect to the Activity; and

WHEREAS, Applicant hereby submits this Application to document the terms, conditions and representations upon which Applicant requests that Consenting Party grant such consent.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Application, the following terms have the meanings set forth below:

"Activity" means the actions, modifications, transfer or use described in Section 2 and in Applicant's submitted materials.

"Consent" means the written permission, subject to conditions, granted by Consenting Party pursuant to Section 3 of this Application authorizing Applicant to undertake the Activity.

2. DESCRIPTION OF ACTIVITY

3. GRANT OF CONSENT

Subject to the terms and conditions set forth in this Application, and subject to final review and approval by Consenting Party, Consenting Party may, at its sole discretion, execute a written Consent in form reasonably acceptable to Consenting Party granting to Applicant permission to undertake the Activity. Any such Consent shall specify the scope, duration, conditions and limitations of the permission granted. No oral statement, course of conduct or preliminary approval shall constitute Consent.

4. CONDITIONS TO CONSENT

As conditions precedent to the grant of a Consent, Applicant shall, at Applicant's expense, satisfy the following:

(a) Compliance with Law: Applicant shall obtain and maintain all permits, approvals and licenses required under applicable law to undertake the Activity and shall comply with all applicable statutes, regulations and codes.

(b) Insurance and Indemnity: Applicant shall procure and maintain insurance in types and amounts reasonably acceptable to Consenting Party and shall execute the indemnity obligations set forth in Section 8 below.

(c) Restoration and Repairs: Applicant shall, upon completion or termination of the Activity, restore any affected property to the condition required by Consenting Party and shall repair any damage caused by Applicant's acts or omissions.

5. REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants to Consenting Party that: (a) Applicant is duly organized or formed and in good standing under the laws of its jurisdiction of organization (if an entity), or is a competent individual (if an individual); (b) Applicant has full power and authority to execute this Application and to perform Applicant's obligations hereunder; (c) the execution, delivery and performance of this Application will not violate any agreement, judgment, order or law applicable to Applicant; and (d) all information provided in connection with this Application is true, accurate and complete in all material respects.

6. CONSIDERATION

Unless otherwise agreed in writing, payment of any consideration is a condition to issuance of Consent and failure to timely pay shall entitle Consenting Party to withhold or revoke Consent.

7. TERM AND TERMINATION

Any Consent, if granted, shall state its term. Consenting Party may terminate any Consent upon material breach by Applicant, upon failure to comply with conditions in Section 4, or upon the occurrence of events specified in the Consent. Termination shall be without prejudice to any accrued rights or remedies of Consenting Party.

8. INDEMNIFICATION

Applicant shall indemnify, defend and hold harmless Consenting Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Applicant's acts or omissions in connection with the Activity or Applicant's breach of this Application.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or indemnities set forth in Section 8, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of this Application or the grant or denial of Consent.

10. CONFIDENTIALITY

The parties acknowledge that information submitted with this Application may include Confidential Information. Neither party shall disclose Confidential Information of the other except as required by law or as necessary to enforce rights under this Application; provided that disclosures shall be subject to protective requirements where appropriate.

11. NOTICES

All notices, demands and communications required or permitted under this Application shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Application may be amended or modified only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing signed by the waiving party. This Application may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Application shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

This Application constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

If any provision of this Application is held to be invalid, illegal or unenforceable, such provision shall be stricken and the remaining provisions shall remain in full force and effect.

14. ADDITIONAL INFORMATION

Individual Corporation Partnership Other

Certification: Applicant certifies that the information provided in this Application is true and complete and that Applicant is authorized to request the Consent described herein.

I certify the foregoing

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