Legal Suitability Certificate

LEGAL SUITABILITY CERTIFICATE

This Legal Suitability Certificate (the Certificate) is issued on by Certifier Name: to Recipient Name: . Certificate Number:

RECITALS

WHEREAS, Recipient has requested that Certifier evaluate the legal suitability and compliance of the proposed transaction, project, instrument, or counterparty described below; and

WHEREAS, Certifier is an attorney or authorized legal representative admitted and authorized to render legal opinions in the relevant jurisdiction and has conducted the due diligence and legal analysis described herein; and

WHEREAS, the parties wish to reduce to writing the scope, representations, limitations, and reliance applicable to the legal suitability determination issued by Certifier.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below. "Transaction" means the matter described as:

2. CERTIFICATION

Certifier hereby certifies, based upon the documents reviewed, inquiries made, and the professional legal judgment exercised as of the certificate date, that to the best of Certifier's knowledge and subject to the qualifications and limitations set forth in this Certificate:

a) The Transaction, as described above, is legally authorized under applicable laws and, if consummated in accordance with the documentation provided, would not, in ordinary legal effect, constitute a violation of applicable statutory or regulatory restrictions that would materially impair the Recipient's ability to proceed with the Transaction.

b) The documents reviewed appear, on their face, to be in substantially complete form for the purposes stated, and no material legal defect or encumbrance has been discovered that would prevent the Transaction from proceeding, except as expressly disclosed in the Certifier's written observations delivered concurrent with this Certificate.

Suitability conclusion (select one or specify qualifications): Suitable Suitable with qualifications Not suitable

3. SCOPE AND RELIANCE

This Certificate is limited to the matters expressly addressed herein and is rendered solely for the benefit of Recipient. No third party may rely on this Certificate except as expressly agreed in writing. Certifier's analysis was limited to the laws and authorities of the jurisdictions expressly identified in Certifier's engagement and does not include tax, environmental, or accounting matters unless expressly stated.

4. LIMITATIONS

The certification is based upon facts and documents provided to Certifier and representations by Recipient and third parties. Certifier has not independently verified all facts or titles and is entitled to rely on public records and certificates of public officials. This Certificate does not guarantee a particular outcome, does not constitute insurance, and is not a substitute for affirmative legal opinions where required by other parties.

5. REPRESENTATIONS AND WARRANTIES

Recipient represents that all documents and information provided to Certifier are complete and accurate to the extent of Recipient's knowledge. Certifier represents that it is duly authorized to render this Certificate and that the individuals executing this Certificate on behalf of Certifier have the authority to do so.

6. CONFIDENTIALITY

The parties agree that the documents and communications underlying this Certificate are confidential and shall not be disclosed except (a) to those with a need to know in connection with the Transaction, (b) as required by law, or (c) with the prior written consent of the other party. Disclosure pursuant to legal requirement shall be preceded, where practicable, by notice to the other party.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Certifier and its partners, associates and employees from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of any claim by a third party arising from reliance upon this Certificate other than reliance expressly authorized in writing by Certifier.

8. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below:

9. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflicts of law principles:

10. ENTIRE AGREEMENT

This Certificate, together with any written observations or attachments delivered by Certifier and any written reliance agreements executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Certificate is found 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 thereby.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Certificate may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Certificate may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

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