Legal Litigation Disclosure

LEGAL LITIGATION DISCLOSURE

This Legal Litigation Disclosure (the "Disclosure") is made as of Effective Date: by and between Disclosing Party: whose principal place of business or residence is , and Receiving Party: located at .

RECITALS

WHEREAS, Disclosing Party has knowledge of certain legal proceedings, claims, investigations, regulatory actions, or threatened claims (collectively, "Litigation Matters") that relate to its operations, assets or liabilities; and

WHEREAS, Receiving Party requires full and timely disclosure of all material Litigation Matters in connection with the business relationship between the parties and will rely upon the disclosures made herein; and

WHEREAS, the parties intend by this Disclosure to set forth the disclosures being made as of the Effective Date and the obligations of Disclosing Party to update such disclosures.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Disclosure, the following definitions apply: "Litigation Matters" means any pending or threatened litigation, arbitration, administrative proceeding, enforcement action, investigation, claim or demand by or against Disclosing Party. "Material Litigation" means any Litigation Matter that, individually or in the aggregate, could reasonably be expected to result in monetary liability, injunctive relief, loss of a material business right, or other material adverse effect on the business, assets, operations or financial condition of Disclosing Party.

2. DISCLOSURE OF LITIGATION MATTERS

Disclosing Party hereby discloses the Litigation Matters known to it as of the Effective Date. Each disclosed item below includes a concise statement of the matter, the forum, the case or file number if available, the date filed or asserted, the current status, and an estimate of asserted or potential exposure. Disclosing Party represents that, to the best of its knowledge after reasonable inquiry, the matters listed below are complete and accurate as of the Effective Date.

Disclosed Matter No. 1

Disclosed Matter No. 2

Disclosed Matter No. 3

3. CONTINUING DISCLOSURE

Disclosing Party shall promptly notify Receiving Party in writing of any material change in any disclosed Litigation Matter or of any Litigation Matter that becomes known after the Effective Date. Such written notice shall be provided within calendar days of Disclosing Party's determination that the change is material. The obligation to disclose is continuing and survives termination of any underlying agreement between the parties to the extent necessary to implement the protections of this Disclosure.

4. MATERIALITY; EFFECT ON TRANSACTIONS

A Litigation Matter shall be deemed "material" if it reasonably could be expected to have a Material Adverse Effect on Disclosing Party. The parties agree that disclosure of a Litigation Matter does not, by itself, constitute an admission of liability or an agreement to any settlement term. Receiving Party retains the right to assess materiality and seek remedies or adjustments pursuant to any definitive agreement between the parties.

5. CONFIDENTIALITY

All information provided pursuant to this Disclosure shall be treated as confidential by Receiving Party and shall not be disclosed to third parties except (a) as required by law, court order or regulatory authority, (b) to Receiving Party's legal advisors or accountants on a need-to-know basis under obligations of confidentiality, or (c) with the prior written consent of Disclosing Party. If disclosure is compelled by law, Receiving Party shall, to the extent permitted by law, provide prompt written notice to Disclosing Party to allow Disclosing Party to seek protective measures.

6. REPRESENTATIONS AND WARRANTIES

Disclosing Party represents and warrants that: (a) it has disclosed all Litigation Matters known to it that are material as of the Effective Date; (b) the disclosures are true and correct to the best of Disclosing Party's knowledge after reasonable inquiry; and (c) it has not intentionally omitted any material facts necessary to make the disclosures not misleading. Receiving Party acknowledges that Disclosing Party does not warrant the outcome of any Litigation Matter.

7. REMEDIES; INDEMNIFICATION

If Disclosing Party materially breaches its representations in Section 6 by intentionally or recklessly providing materially false information or omitting a material Litigation Matter, Disclosing Party shall indemnify and hold harmless Receiving Party from direct losses and reasonable costs, including reasonable attorneys' fees, incurred as a direct result of such breach. The indemnity shall not apply to losses to the extent caused by Receiving Party's failure to mitigate or by matters known to Receiving Party prior to reliance on this Disclosure.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Disclosure shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify in writing).

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Disclosure may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Disclosure may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Disclosure shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. If any provision of this Disclosure is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Disclosure constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written disclosures relating to the subject matter.

11. MISCELLANEOUS

The parties acknowledge that disclosure under this Disclosure does not create any waiver of privilege. The obligations in this Disclosure shall survive any termination or expiration of any related transaction agreement to the extent necessary to protect the rights of Receiving Party with respect to reliance on the disclosures made.

CERTIFICATION

By signing below, Disclosing Party certifies under penalty of perjury that the information set forth in this Disclosure is true, accurate and complete to the best of Disclosing Party's knowledge after reasonable inquiry, and that Disclosing Party will promptly update Receiving Party in accordance with Section 3.

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