Legal Side Letter Comparison

LEGAL SIDE LETTER COMPARISON

This Legal Side Letter Comparison (the "Comparison") is made as of between Primary Party: and Counterparty: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties are parties to one or more principal agreements and related side letters, each of which may impose rights, obligations or covenants on one or more Parties; and

WHEREAS, the Parties have requested a written, line-by-line comparison of selected provisions in the side letters identified below to identify divergences, material variances, and recommended drafting positions for resolution; and

WHEREAS, this Comparison is prepared solely to document differences among the identified side letters and to set forth the Parties' mutual understanding regarding the analysis and recommended next steps.

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

1. PURPOSE

The purpose of this Comparison is to: (a) identify specified provisions of the side letters under review; (b) summarize the operative language in each Party's side letter; (c) identify material variances between those provisions; and (d) state recommended negotiating positions and next steps to reconcile identified differences. This Comparison does not, by itself, amend or supersede any underlying agreement or side letter unless the Parties execute a separate written amendment that explicitly so states.

2. DOCUMENTS COMPARED

3. METHODOLOGY

The Parties agree the comparison was conducted by reference to the operative side letter language as of the dates set forth above. Terms are compared on a text-for-text basis and, where ambiguity exists, the comparison notes the nature of the ambiguity and proposed clarifying language. Material variance is defined for purposes of this Comparison as any divergence that (a) affects the economic allocation between Parties, (b) alters a Party's indemnity, liability, or termination rights, or (c) imposes a new covenant that materially restricts operation under the principal agreement.

4. COMPARATIVE ANALYSIS

Instructions: For each identified topic, provide the operative text from each side letter, indicate whether the divergence is material, summarize the variance, and state a recommended negotiating position.

Topic:    Party A Term:    Party B Term:    Material Variance:

Topic:    Party A Term:    Party B Term:    Material Variance:

Topic:    Party A Term:    Party B Term:    Material Variance:

5. LEGAL EFFECT

Unless and until the Parties execute a duly authorized written amendment or replacement side letter expressly stating otherwise, this Comparison is an analytical instrument and does not amend, modify or waive any provision of any underlying agreement or side letter. Any representation in this Comparison that suggests a change to operative contract language shall be effective only if set forth in a separate executed written instrument.

Binding Status: This Comparison is intended to be binding as to the Parties' agreed recommendations and further negotiation instructions.    This Comparison is non-binding and provided for information and negotiation purposes only.

6. CONFIDENTIALITY

The Parties acknowledge that the data and analysis contained in this Comparison are confidential. Except as required by law, by the terms of the underlying agreements, or by prior written consent of the disclosing Party, neither Party shall disclose the contents of this Comparison to any third party. Notwithstanding the foregoing, counsel for each Party may disclose the Comparison to prospective insurers, auditors, lenders or advisors on a confidential basis to the extent necessary for legal, regulatory or transactional purposes.

7. NO RELIANCE; DISCLAIMERS

Each Party acknowledges that it has had the opportunity to consult legal counsel concerning the matters analyzed in this Comparison. No Party shall rely on this Comparison as legal advice. The preparer of this Comparison disclaims all warranties and liabilities arising from reliance on conclusions set forth herein, except that factual recitals prepared by a Party and expressly accepted in writing by the other Party shall be binding as to such Party.

8. NOTICES

9. GOVERNING LAW; MISCELLANEOUS

Governing Law: This Comparison shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Entire Agreement: This Comparison constitutes the entire understanding between the Parties with respect to the subjects addressed herein and supersedes any prior oral or written statements on such topics, subject always to the parties' underlying agreements and side letters.

Severability: If any provision of this Comparison is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remainder of this Comparison, which shall remain in full force and effect to the extent permitted by law.

Amendments and Waiver: This Comparison may be amended or waived only by a written instrument signed by both Parties. No failure or delay in exercising any right operates as a waiver of that right.

Counterparts: This Comparison 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. Signatures delivered by electronic means shall be effective to bind the signing Party.

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