Legal Letter of Undertaking

LEGAL LETTER OF UNDERTAKING

This Letter of Undertaking (the "Undertaking") is made on by and between Party A: , whose registered address is ; and Party B: , whose registered address is .

RECITALS

WHEREAS, Party A has requested certain assurances from Party B in respect of the obligations described below and Party B has agreed to provide this Undertaking to induce Party A to act in reliance thereon;

WHEREAS, the parties intend by this Undertaking to set forth binding covenants, conditions and remedies relating to the performance of the obligations specified herein;

WHEREAS, the parties acknowledge that this Undertaking is given for commercial consideration and shall be enforceable according to its terms.

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. DEFINITIONS

In this Undertaking, unless the context otherwise requires, the following words and expressions shall have the meanings set forth below:

"Obligations" means the specific actions, payments and/or forbearances described in Section 2 of this Undertaking as required to be performed by the Undertakinging Party.

"Undertakinging Party" means .

2. SCOPE OF UNDERTAKING

2.1 Undertaking. The Undertakinging Party hereby irrevocably undertakes to in accordance with the terms and schedule set out in this Undertaking.

2.2 Time for performance. The Undertakinging Party shall complete the Obligations by no later than , subject to any extensions permitted under this Undertaking.

2.3 Conditions Precedent. The Undertakinging Party's obligations are subject to the following conditions precedent: (a) receipt by the Undertakinging Party of any required authorizations; (b) receipt by Party A of written notice of commencement at least days prior to performance.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has the power and authority to execute and deliver this Undertaking and to perform its obligations hereunder; and (c) the execution and performance of this Undertaking will not violate any contractual or legal obligation to any third party.

3.2 The Undertakinging Party specifically warrants that it has obtained all necessary internal approvals required to bind it to the Obligations.

4. INDEMNITY

4.1 The Undertakinging Party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Undertaking or any negligent or willful act or omission by the Undertakinging Party in performing the Obligations.

4.2 The indemnifying party's obligations under this Section shall survive termination or expiration of this Undertaking.

5. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, or the indemnity in Section 4, neither party shall be liable to the other for any indirect, incidental, special, punitive or consequential damages, including loss of profit, even if such party has been advised of the possibility of such damages.

6. TERM AND TERMINATION

6.1 Term. This Undertaking shall commence on the Effective Date and shall continue until the Obligations have been fully performed or until earlier terminated in accordance with this Undertaking.

6.2 Termination for breach. Either party may terminate this Undertaking upon written notice if the other party materially breaches a covenant or obligation and fails to cure such breach within days after receipt of written notice describing the breach.

7. NOTICES

Notices to Party A

Notices to Party B

8. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Undertaking shall be effective unless evidenced by a written instrument signed by both parties. No failure or delay by either party to exercise any right under this Undertaking shall operate as a waiver. This Undertaking may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

9. GOVERNING LAW

This Undertaking shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Undertaking constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

11. SEVERABILITY

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

12. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably required to carry out the purposes and intent of this Undertaking.

13. MISCELLANEOUS

13.1 Remedies. The rights and remedies provided in this Undertaking are cumulative and not exclusive of any rights or remedies provided by law.

13.2 Assignment. Neither party may assign or transfer any of its rights or obligations under this Undertaking without the prior written consent of the other party, except to an affiliate or successor by merger or operation of law.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Undertaking, understands its terms, and agrees to be bound by them. Each signatory affirms that he or she is duly authorized to execute this Undertaking on behalf of the party for which he or she signs.

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