Legal Endorsement Letter

LEGAL ENDORSEMENT LETTER

This Legal Endorsement Letter (this "Letter") is made as of by and between Endorser Name: with principal address: (the "Endorser"), and Recipient Name: with principal address: (the "Recipient").

RECITALS

WHEREAS, the Recipient has requested that the Endorser provide an endorsement relating to the matter described as: ; and

WHEREAS, the Endorser has reviewed the documents and information provided in connection with the reference matter and is willing to provide the endorsement on the terms and conditions set forth in this Letter; and

WHEREAS, the parties desire to reduce the terms of their understanding to writing.

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. ENDORSEMENT

1.1 Scope of Endorsement. Subject to the terms and conditions of this Letter, the Endorser hereby endorses and confirms that, as of the effective date specified above, the Endorser:

(a) has reviewed the documents, facts and materials presented to it in connection with the reference matter described above; and

(b) to the best of its knowledge after due inquiry, believes that the Recipient's position with respect to the above-described matter is legally supportable in the manner described in the materials submitted, subject to the limitations and qualifications set forth in this Letter.

1.2 Non-Reliance by Third Parties. The endorsement provided in this Letter is intended solely for the Recipient and for the specific purpose set forth above and shall not be used, copied or relied upon by any other person or entity without the Endorser's prior written consent.

2. REPRESENTATIONS AND WARRANTIES

2.1 Mutual Representations. Each party represents and warrants to the other that:

(a) it is duly organized and validly existing under applicable law and has the corporate or other power and authority to execute and deliver this Letter and to perform its obligations hereunder; and

(b) this Letter has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3. CONDITIONS, LIMITATIONS AND SCOPE

3.1 Limitations. The endorsement is limited to the matters expressly described in this Letter. The Endorser shall not be responsible for matters that were not included in the materials provided to the Endorser prior to the effective date, for matters of fact outside public record or for subsequent changes in applicable law.

3.2 Conditional Endorsement. The endorsement is conditioned upon the completeness and accuracy of the materials provided to the Endorser and the Recipient's compliance with any qualifications or procedures set forth in those materials. If the Endorser discovers material inaccuracies, the Endorser may withdraw or modify the endorsement upon written notice to the Recipient.

4. CONFIDENTIALITY

4.1 Confidential Treatment. The parties acknowledge that certain information exchanged in connection with the endorsement may be confidential. Each party agrees to maintain the confidentiality of such non-public information and to use it solely for the purposes contemplated by this Letter, except as required by law or court order.

5. INDEMNIFICATION

5.1 Indemnity. The Recipient shall indemnify and hold harmless the Endorser and its affiliates, officers, directors and employees from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to the Recipient's use of, or reliance upon, the endorsement except to the extent caused by the Endorser's gross negligence or willful misconduct.

6. NOTICES

6.1 Method and Addresses. Any notice required or permitted under this Letter shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by email transmission with confirmation of receipt to the addresses set forth below or to such other address as a party may designate by notice to the other.

7. MISCELLANEOUS

7.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

7.2 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties.

7.3 Severability. If any provision of this Letter is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected thereby, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the parties' original intent.

7.4 Amendments and Waiver. This Letter may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right.

7.5 Counterparts. This Letter may be executed in one or more 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 an original signature.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Legal Endorsement Letter to be executed by their duly authorized representatives as of the date first written above.

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