Legal Endorsement Request

LEGAL ENDORSEMENT REQUEST

This Legal Endorsement Request (the "Request") is submitted on Effective Date: by Requestor Name: with principal address: to Endorser Name: with principal address: .

RECITALS

WHEREAS, Requestor has prepared or procured certain documents, materials or representations described in Attachment A: (the "Materials"), which Requestor seeks to have endorsed by Endorser; and

WHEREAS, Endorser has expertise and authority to provide an endorsement limited to the scope set forth below and is willing to consider providing such endorsement subject to the terms and conditions of this Request; and

WHEREAS, the parties desire to set forth the request and the conditions upon which any endorsement will be provided to ensure clarity of scope, representation, and allocation of risk.

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, Requestor and Endorser agree as follows:

1. DEFINITIONS

1.1 "Endorsement" means a limited written statement, certificate, opinion, acknowledgement or approval executed and delivered by Endorser, as further described in Section 2, certifying or attesting only to the matters expressly stated in such Endorsement and relying solely on the Materials and representations provided by Requestor.

2. SCOPE OF REQUESTED ENDORSEMENT

2.1 Requestor requests that Endorser issue an Endorsement limited to the following expressly stated matters:

2.2 The Endorsement shall reference only the Materials identified in Attachment A and shall state that Endorser's endorsement is limited to the specific statements set forth in the Endorsement and does not constitute a general warranty, guarantee, or admission of broader facts unless expressly stated in the Endorsement.

3. CONDITIONS PRECEDENT

3.1 Endorser's obligation to consider or deliver any Endorsement is subject to Requestor's prior delivery of the Materials, complete and accurate responses to Endorser's reasonable inquiries, and any documentation reasonably requested by Endorser, including, without limitation, proofs of authority, identity, chain of title or other supporting evidence identified in Attachment B: .

3.2 Endorser may, in its sole reasonable discretion, decline to provide an Endorsement or condition issuance upon modifications to the Materials, additional disclosures, or inclusion of specific limiting language in the Endorsement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Requestor represents and warrants to Endorser that: (a) the Materials are true, complete and accurate in all material respects as of the Effective Date; (b) Requestor has the full power, authority and legal right to request the Endorsement and to provide the Materials and any consents necessary for Endorser's reliance; and (c) no fact known to Requestor materially impairs the truth of the Materials or would reasonably be expected to affect Endorser's decision to provide the Endorsement.

4.2 Endorser represents that, to the extent Endorser elects to issue an Endorsement, the Endorsement will be prepared in a form that is consistent with Endorser's customary practices for such endorsements and will be limited to the scope agreed in writing.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party in connection with this Request, except to the extent disclosure is: (a) reasonably necessary for the preparation or delivery of the Endorsement; (b) required by law, regulation, or a valid order of a court or governmental authority; or (c) already in the public domain through no breach by the receiving party.

5.2 If disclosure is required by law, the disclosing party shall provide the other party prompt written notice to the extent practicable so that the other party may seek a protective order or take other appropriate steps.

6. CONSIDERATION

6.1 As consideration for Endorser's time and forbearance in evaluating and, if agreed, issuing an Endorsement, Requestor shall pay Endorser the fee and reimburse expenses as follows: Fee: ; Expense reimbursement: .

6.2 Fees payable under this Request are non-refundable except as expressly set forth in a written Endorsement or separate fee agreement signed by both parties.

7. INDEMNIFICATION

7.1 Requestor shall indemnify, defend and hold harmless Endorser and its affiliates and their respective officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any material inaccuracy in the Materials or any breach of Requestor's representations, warranties or covenants contained herein; or (b) Requestor's use of any Endorsement beyond the scope expressly authorized in the Endorsement.

7.2 Endorser shall promptly notify Requestor of any claim for which an Indemnified Party seeks indemnification and shall cooperate in the defense of such claim; provided, however, that Endorser may participate in the defense at its own expense.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 THE AGGREGATE LIABILITY OF ENDORSER ARISING OUT OF OR CONNECTED WITH THIS REQUEST, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO ENDORSER UNDER SECTION 6 DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT.

9. TERM AND TERMINATION

9.1 This Request shall commence on the Effective Date and shall continue until the earlier of (a) issuance of the Endorsement by Endorser; (b) written mutual agreement of the parties; or (c) termination by either party upon ten (10) days' prior written notice to the other party if the other party materially breaches any material obligation and fails to cure within such notice period.

9.2 Termination of this Request shall not relieve either party of obligations that by their nature survive termination, including payment obligations, confidentiality and indemnification provisions.

10. NOTICES

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision of this Request shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by a party in exercising any right under this Request shall operate as a waiver of that right.

12. GOVERNING LAW

12.1 This Request shall be governed by and construed in accordance with the laws of the State of: without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

13. ENTIRE AGREEMENT

13.1 This Request, including Attachments A and B and any executed payment or confidentiality schedules, 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 written or oral, relating thereto.

14. SEVERABILITY

14.1 If any provision of this Request is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect and be construed so as to best effectuate the original intent of the parties.

15. COUNTERPARTS

15.1 This Request may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be treated as originals for all purposes.

16. MISCELLANEOUS

16.1 The parties acknowledge that the Endorsement, if issued, will contain express limiting language governing reliance and permitted uses; any third party's reliance on an Endorsement shall be subject to the terms of the Endorsement and the written consent of Endorser.

CERTIFICATION

By signing below, Requestor certifies that the information contained in this Request and the Materials is true, accurate and complete in all material respects; that Requestor has authority to make this Request and to provide the Materials; and acknowledges that Endorser may rely on the representations and the Materials in determining whether to issue an Endorsement. Endorser's issuance of any Endorsement shall not be deemed an admission by Endorser of the truthfulness of any Materials beyond the scope of the Endorsement and shall be subject to the terms and limitations agreed at the time of issuance.

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