Legal Approval Certificate

LEGAL APPROVAL CERTIFICATE

This Legal Approval Certificate ("Certificate") is made as of by and between Approving Authority: , with principal address , and Requesting Party: , with principal address .

Recitals

WHEREAS, the Applicant has submitted a request for legal approval described herein and seeking the Approving Authority's written certification that the proposed action, instrument or transaction satisfies the legal conditions and standards established by the Approving Authority; and

WHEREAS, the Approving Authority has reviewed relevant documentation, representations, and any supporting materials and has determined that approval may be granted subject to the terms, conditions and continuing obligations set forth in this Certificate; and

WHEREAS, the parties desire to set forth the approval, the scope of permitted activity, and the obligations of each party in a written instrument that will constitute the legal certification of approval.

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

1. Approval

The Approving Authority hereby certifies and grants approval to the Applicant for the matter described in Section 2 below, subject to compliance with the conditions set forth in Section 3. This approval constitutes a legal authorization only to the extent expressly stated in this Certificate and does not waive or release any obligation or duty not expressly addressed herein.

2. Description of Approved Matter

The specific action, instrument, transaction or project approved by this Certificate (the "Approved Matter") is described as follows. The following description controls the scope of approval; any material deviation requires further written approval.

3. Conditions of Approval

The approval granted by the Approving Authority is expressly conditioned upon the Applicant's full and continuing compliance with each of the following conditions. Failure to comply shall permit the Approving Authority to suspend, revoke or impose further requirements consistent with applicable law and this Certificate.

Applicant shall comply with all applicable laws, regulations and ordinances in connection with the Approved Matter.

Applicant shall submit required documentation, certifications, and reports to the Approving Authority as reasonably requested.

Applicant shall permit monitoring and audits by the Approving Authority to verify ongoing compliance.

4. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate or other organizational power and authority to enter into and perform its obligations under this Certificate; (b) the execution, delivery and performance of this Certificate have been duly authorized by all necessary corporate or organizational action; and (c) this Certificate constitutes a valid and binding obligation enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other laws affecting creditors' rights generally.

5. Compliance; Remedies; Enforcement

The Approving Authority retains the right to enforce this Certificate by administrative or legal means, including but not limited to revocation or suspension of approval, injunctive relief, specific performance, or recovery of costs of enforcement. The rights and remedies of the Approving Authority are cumulative and in addition to any other rights available at law or in equity.

6. Effective Date and Term

This Certificate is effective as of the Effective Date set forth below and shall remain in effect until the earlier of: (a) completion of the Approved Matter in accordance with this Certificate, or (b) revocation or termination as permitted by this Certificate.

Effective Date:    Expiration Date (if any):

7. Notices

All notices, requests, consents and other communications required or permitted under this Certificate must be in writing and delivered to the addresses set forth below. Notices are effective upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

8. Amendments and Waiver

This Certificate may be amended only by a written instrument signed by both parties. No waiver by either party of any breach, default, delay or omission shall be deemed a waiver of any other breach, default, delay or omission, whether of a similar or dissimilar nature.

9. Governing Law

This Certificate shall be governed by and construed in accordance with the substantive laws of the jurisdiction indicated below without regard to principles of conflicts of law.

10. Entire Agreement

This Certificate 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.

11. Severability

If any provision of this Certificate 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 thereby.

12. Counterparts

This Certificate 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.

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