Legal Letter of No Objection

LEGAL LETTER OF NO OBJECTION

This Letter of No Objection (the "Letter") is made as of Effective Date: by and between Issuer Name: with principal address at (the "Issuer"), and Recipient Name: with principal address at (the "Recipient").

RECITALS

WHEREAS, the Recipient and Issuer have entered into or anticipate entering into the agreement described as: (the "Agreement"), concerning the transaction described below; and

WHEREAS, the Recipient has requested that the Issuer provide a formal statement that, subject to the terms and conditions set forth herein, the Issuer has no objection to the Recipient's proceeding with the activities described in Section 2 below; and

WHEREAS, the Issuer is willing to provide such statement on the terms and subject to the representations, warranties and conditions set forth in this Letter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Letter shall have the meanings assigned to them in the Agreement. For purposes of this Letter, "Subject Matter" means the activities, premises, assets or transaction identified by the Recipient as follows:

2. SCOPE OF NO OBJECTION

Subject to the terms, conditions and limitations set forth in this Letter, the Issuer hereby states that it has no objection to the Recipient's undertaking the following activities with respect to the Subject Matter:

3. CONDITIONS TO NO OBJECTION

The Issuer's statement of no objection is expressly conditional upon the Recipient's compliance with the following conditions (collectively, the "Conditions"):

4. REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants to the Recipient that, as of the Effective Date and subject to full satisfaction of the Conditions:

(a) the Issuer has full corporate or legal authority to issue this Letter and to make the statements contained herein; and

(b) to the Issuer's knowledge after due inquiry, no governmental, regulatory or contractual restriction prevents the Issuer from stating that it has no objection with respect to the Subject Matter, except as expressly disclosed in writing to the Recipient prior to the Effective Date.

5. LIMITATIONS; NO WAIVER

The Issuer's statement is limited to the matters expressly set forth in Section 2 and does not constitute approval, consent, acceptance, assumption of liability or a waiver of any right or claim of the Issuer under the Agreement or applicable law. Nothing in this Letter shall be deemed to modify or amend the Agreement or any other agreement between the parties unless set forth in a separate written amendment signed by authorized representatives of both parties.

6. RELIANCE; THIRD PARTIES

The Recipient may rely on this Letter solely for the purpose of the activities described in Section 2. No third party shall obtain rights as a third-party beneficiary of this Letter unless expressly provided in writing. The Issuer expressly disclaims any obligation or liability to any third party arising from this Letter.

7. CONFIDENTIALITY

Except as required by law or as otherwise agreed in writing, the parties agree to keep the existence and terms of this Letter confidential. Disclosure permitted under this section shall be limited to those employees, counsel, auditors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

8. INDEMNITY AND LIMITATION OF LIABILITY

The Recipient shall indemnify, defend and hold harmless the Issuer from and against any losses, claims, damages or liabilities arising out of the Recipient's actual breach of the Conditions or misuse of this Letter. In no event shall the Issuer be liable for incidental, consequential, special or punitive damages arising from the issuance of this Letter.

9. NOTICES

All notices, requests, consents and other communications under this Letter must be in writing and delivered to the parties at the addresses set forth below or to such other address as either party designates by notice in accordance with this section.

10. GOVERNING LAW; JURISDICTION

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of any dispute arising out of or relating to this Letter.

11. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. ADDITIONAL REPRESENTATIONS

The Recipient represents and warrants that the information provided to the Issuer in connection with the request for this Letter is true, complete and accurate in all material respects. The Recipient shall promptly notify the Issuer in writing of any material change in such information.

NOTES AND CONTACTS

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