Legal Entity Confirmation

LEGAL ENTITY CONFIRMATION

This Legal Entity Confirmation (the Confirmation) is made as of the Effective Date between Confirming Entity: , a legal entity organized under the laws of with its principal office at , and Requesting Party: (each a Party and together the Parties).

RECITALS

WHEREAS, the Requesting Party has requested written confirmation of certain organizational facts, authority and beneficial ownership information regarding the Confirming Entity for the purpose of reliance in connection with commercial, regulatory or transactional due diligence; and

WHEREAS, the Confirming Entity is willing to provide the representations, warranties and confirmations contained in this Confirmation to enable the Requesting Party to proceed with such matters.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ENTITY INFORMATION

2. ENTITY TYPE AND GOVERNANCE

The Confirming Entity represents that its organizational form is (check applicable):

The Confirming Entity is governed by its organizational documents (e.g., certificate of incorporation, articles of organization, partnership agreement, trust instrument) and, where applicable, bylaws or operating agreement. The Confirming Entity shall supply certified copies of any such document upon request.

3. AUTHORITY AND CORPORATE ACTION

The undersigned hereby certifies that all corporate, partnership or other organizational action required to authorize the execution, delivery and performance of this Confirmation and any documents contemplated hereby has been taken, and that the person executing this Confirmation on behalf of the Confirming Entity is duly authorized to do so.

4. BENEFICIAL OWNERSHIP AND UBO

The Confirming Entity confirms, to the best of its knowledge after due inquiry, the following persons or entities constitute the ultimate beneficial owners (UBOs) holding, directly or indirectly, ownership interests or control of the Confirming Entity in accordance with applicable definitions:

The Confirming Entity warrants that the information set forth in the List of Beneficial Owners is true, correct and complete as of the Effective Date; the Confirming Entity shall notify the Requesting Party of any material change in beneficial ownership within a commercially reasonable time.

5. REPRESENTATIONS AND WARRANTIES

The Confirming Entity represents and warrants to the Requesting Party that, as of the Effective Date:

(a) The Confirming Entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of formation set forth above and has all requisite power and authority to own its properties and to carry on its business as now being conducted.

(b) The execution, delivery and performance of this Confirmation have been duly authorized by all necessary action on the part of the Confirming Entity and do not and will not (i) violate the organizational documents of the Confirming Entity, (ii) violate any law or order applicable to the Confirming Entity, or (iii) conflict with or result in any breach of, or constitute a default under, any agreement to which the Confirming Entity is a party.

(c) The information, documents and statements provided by the Confirming Entity to the Requesting Party in connection with this Confirmation are true, correct and complete in all material respects.

6. COVENANTS

The Confirming Entity covenants to maintain and, upon reasonable request and subject to applicable confidentiality obligations, deliver certified copies of organizational documents, resolutions, registers of members or shareholders and other records necessary to evidence the matters confirmed herein.

7. INDEMNIFICATION

The Confirming Entity agrees to indemnify and hold harmless the Requesting Party and its affiliates, and their respective officers, directors and agents, from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants made by the Confirming Entity in this Confirmation.

8. NOTICES

Notices must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as a Party may specify by notice.

9. MISCELLANEOUS

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

Entire Agreement: This Confirmation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, agreements or understandings, written or oral, relating to the same.

Severability: If any provision of this Confirmation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Confirmation shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver.

Counterparts: This Confirmation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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