Legal Correction Letter

LEGAL CORRECTION LETTER

This Legal Correction Letter (this "Letter") is made and entered into as of by and between Client Name: and Recipient Name: .

RECITALS

WHEREAS, Client delivered to Recipient a document described as dated (the "Original Document"); and

WHEREAS, the Original Document contains one or more inaccuracies, omissions or clerical errors set forth in Section 1 below (the "Errors"), which the parties desire to correct to reflect the parties' true intent; and

WHEREAS, the parties desire to set forth the terms and procedure by which the Recipient shall make the corrections and deliver corrected documents and certifications to Client.

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. DESCRIPTION OF CORRECTIONS

1.1 Errors Identified. The Errors subject to correction are described as follows:

1.2 Required Correction. Recipient shall prepare and deliver to Client corrected instrument(s) that reflect the following corrections and only those corrections described above:

2. DELIVERY AND EFFECTIVE DATE

2.1 Delivery of Corrected Documents. Recipient shall execute, attest and deliver to Client all corrected documents and any necessary acknowledgments or recordable instruments no later than .

2.2 Effective Date of Correction. Each corrected instrument shall state that the correction is effective as of the date the Original Document was executed, unless expressly agreed otherwise in writing by both parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 Mutual Authority. Each party represents and warrants that it has full power and authority to enter into this Letter and to perform its obligations hereunder, and that the execution, delivery and performance do not violate any agreement or instrument to which it is a party or any applicable law.

3.2 Accuracy of Corrections. Client represents that the corrections set forth in Section 1 are accurate and reflect the parties' intent. Recipient represents that it will take commercially reasonable steps to ensure that the corrected documents faithfully reflect the corrections described in this Letter.

4. COVENANTS; COOPERATION

4.1 Cooperation. Each party shall reasonably cooperate and execute and deliver such further instruments and take such further action as may be necessary or desirable to effectuate the corrections described herein.

4.2 No Material Adverse Change. The corrections shall not create a material adverse change to the rights or obligations of either party other than to correct the Errors identified in Section 1, unless mutually agreed in writing.

5. COSTS AND INDEMNIFICATION

5.1 Costs. Unless otherwise agreed in writing, the party requesting the correction shall bear any reasonable, documented costs of preparing, executing, recording and delivering the corrected documents.

5.2 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of its representations, warranties or covenants under this Letter or from any corrected document that exceeds the scope of the corrections agreed herein.

6. NOTICES

6.1 Method. All notices, requests, demands and other communications required or permitted under this Letter shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses specified below.

7. ATTACHMENTS AND RECORDING

7.1 Attachments. The following documents shall be attached to and incorporated into this Letter as necessary to effect the corrections:

7.2 Recording. If any corrected document is required to be recorded or filed in any public office to give effect to the corrections, the party responsible for recording shall effect such recording promptly and provide evidence of recording to the other party.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Letter, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether oral or written, relating to that subject matter.

9.2 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of this Letter shall be enforced to the fullest extent permitted by law.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment and Waiver. No modification, amendment or waiver of any provision of this Letter shall be effective unless made in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver of that right.

10.2 Counterparts. This Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery may be by facsimile, electronic image or other electronic means, and such delivery shall be effective as an original signature.

11. CERTIFICATION

Each party certifies that the person executing this Letter on its behalf is duly authorized to do so and that the representations and covenants contained herein are true and correct as of the date of signature.

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