Legal No Objection Letter

LEGAL NO OBJECTION LETTER

This No Objection Letter (the "Letter") is issued as of by Issuer Name: with Principal Address: in favour of Recipient Name: (Issuer and Recipient each a "Party" and together the "Parties").

RECITALS

WHEREAS, Recipient has requested that Issuer provide a written statement confirming that Issuer has no objection to the Recipient's proposed action described as: (the "Proposed Action");

WHEREAS, Issuer has reviewed the documents and particulars submitted in support of the Proposed Action, including: ;

WHEREAS, Issuer is willing to issue this Letter on the terms and subject to the conditions set forth below.

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. NO OBJECTION

Subject to the terms and conditions of this Letter, Issuer hereby states that it has no objection to the Proposed Action described in the Recitals, provided that the Proposed Action is limited to the scope expressly described in this Letter and to the documents identified above. This Letter is issued solely for the benefit of Recipient and shall not be construed as consent, approval, or acceptance for any purpose not expressly set forth herein.

2. SCOPE AND LIMITATIONS

The scope of Issuer's no objection is limited to the specific Proposed Action and to the specific documents and parties presented to Issuer. This Letter does not constitute a waiver of any rights, claims, liens, interests, or defenses of Issuer with respect to other matters, nor shall it be interpreted as an authorization to alter, amend, or novate existing agreements except as explicitly stated herein.

3. CONDITIONS

Issuer's no objection is expressly conditioned upon satisfaction of the following conditions precedent:

(a) Receipt by Issuer of final executed copies of all documents related to the Proposed Action identified as: .

(b) Payment of any fees, taxes or charges required by law or agreed between the Parties in connection with the Proposed Action as evidenced by receipts or other satisfactory proof.

(c) The representations and warranties set forth in Section 4 below remaining true and correct on the date of execution of the Proposed Action.

4. REPRESENTATIONS AND WARRANTIES

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 incorporation or formation; (b) it has full power and authority to enter into and perform its obligations under this Letter; and (c) the execution and delivery of this Letter and the performance of its obligations hereunder do not and will not violate any agreement, law, or obligation to which it is subject.

5. INDEMNITY

Recipient agrees to indemnify, defend and hold harmless Issuer and its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Proposed Action or any breach by Recipient of the terms of this Letter, except to the extent such losses arise from Issuer's gross negligence or willful misconduct.

6. CONFIDENTIALITY

The Parties acknowledge that information exchanged in connection with this Letter may be confidential. Each Party shall maintain in confidence all non-public information received from the other Party and shall not disclose such information except to those representatives with a need to know or as required by applicable law, provided that the receiving Party shall use at least the same degree of care as it uses to protect its own confidential information.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and delivered to the Parties at the addresses set forth below or at such other addresses as a Party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Letter shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

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

11. SEVERABILITY

If any provision of this Letter 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. COUNTERPARTS; EXECUTION

This Letter may be executed in counterparts (including by electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original executed counterpart.

ADDITIONAL DETAILS

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