Legal Annual Representations Form

LEGAL ANNUAL REPRESENTATIONS FORM

This Legal Annual Representations Form is executed as of the day of (the "Effective Date"), by and between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, the parties have entered into an underlying agreement or ongoing relationship described as: ; and

WHEREAS, the parties require an annual written confirmation of certain representations, warranties and covenants to confirm continued compliance with the terms of their relationship and applicable law; and

WHEREAS, each party represents that the statements made in this Form are material and are relied upon by the other party in its continued performance under the underlying relationship.

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

1. REPRESENTATIONS AND WARRANTIES

1.1 Each party hereby represents and warrants to the other, as of the Effective Date, that:

(a) Organization and Authority. The party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or similar power and authority to execute, deliver and perform this Form and to carry out the transactions contemplated hereby.

(b) No Conflict. The execution, delivery and performance of this Form do not and will not (i) violate any provision of law, (ii) conflict with or result in any breach of any material agreement to which the party is bound, or (iii) result in the creation of any lien, charge or encumbrance on any material assets of the party except as previously disclosed in writing to the other party.

(c) Litigation. There is no action, suit, arbitration or governmental investigation pending or, to the party's knowledge, threatened against the party that would reasonably be expected to have a Material Adverse Effect, other than those disclosed below:

2. CONTINUING REPRESENTATIONS

2.1 Each party represents and warrants that the representations and warranties made in Section 1 remain true and correct in all material respects as of the Effective Date and will remain true during the period beginning on the Effective Date and ending one year thereafter, except as expressly disclosed in writing in the field below.

3. COMPLIANCE WITH LAW

3.1 Each party represents that it is in compliance with all statutes, rules, regulations and orders applicable to its business operations in a manner that does not materially impair its ability to perform under the underlying relationship. Each party will promptly notify the other in writing of any change in material compliance status.

4. FINANCIAL CONDITION

4.1 To the extent material to performance under the underlying relationship, each party represents that there has been no material adverse change in its financial condition since the date of its most recent financial statements supplied to the other party, except as disclosed below:

5. COVENANTS

5.1 Each party covenants that it will: (i) maintain policies, practices and controls reasonably designed to ensure compliance with the representations and warranties made herein; (ii) provide promptly any information reasonably requested by the other party to verify the accuracy of such representations; and (iii) notify the other party in writing within five (5) business days upon learning of any circumstance that would cause any representation or warranty contained herein to be untrue or misleading in any material respect.

6. REMEDIES

6.1 The parties agree that a breach of any representation, warranty or covenant in this Form shall entitle the non-breaching party to pursue all remedies available at law or in equity, including specific performance and injunctive relief, subject to any limitations of liability in the underlying agreement.

7. NOTICES

7.1 All notices under this Form shall be in writing and delivered to the addresses set forth below. Notices shall be effective upon receipt when delivered personally, delivered by national overnight courier, or three (3) business days after deposit in the mail, postage prepaid, by certified mail.

8. MISCELLANEOUS

Governing Law. This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by the parties: , without regard to conflict of laws principles.

Entire Agreement. This Form, together with the underlying agreement identified above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, representations and understandings.

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

Amendments; Waiver. This Form may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Form shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving party.

Counterparts. This Form 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.

CERTIFICATION

Each party certifies that the person signing below is duly authorized to execute this Form on its behalf and that the statements set forth herein are true, correct and complete to the best of such party's knowledge as of the Effective Date.

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