Legal Certifications and Letter

LEGAL CERTIFICATIONS AND LETTER

This Legal Certifications and Letter (the "Letter") is made as of Effective Date: by and between Certifier: with address , and Recipient: with address .

RECITALS

WHEREAS, Certifier holds certain records, certifications and factual statements concerning the matters described in Reference: , and is willing to provide the same to Recipient upon the terms set forth herein;

WHEREAS, Recipient requires the statements and certifications contained in this Letter to rely upon for regulatory, contractual or transactional purposes; and

WHEREAS, the parties desire to set forth certain certifications, representations, covenants and procedures by which Recipient may rely on the facts certified by Certifier.

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

1. CERTIFICATIONS

1.1 Authority and Existence. Certifier hereby certifies that it is duly formed, validly existing and in good standing under the laws of: , has full power and authority to execute and deliver this Letter and to perform its obligations hereunder, and that the person executing below on behalf of Certifier is duly authorized.

1.2 Accuracy of Statements. To the best of Certifier's knowledge after reasonable inquiry, the factual statements, records and documents delivered or described in Exhibit A (if any) are true, complete and accurate in all material respects as of the Certification Date: .

1.3 Conflicts and Consents. Certifier certifies that the execution, delivery and performance of this Letter does not violate any material agreement, law, or order applicable to Certifier, and no consent, approval or authorization of any governmental authority or third party is required except as disclosed in writing to Recipient.

1.4 Litigation and Insolvency. Certifier certifies that, except as described below, there are no pending or, to Certifier’s knowledge, threatened actions, suits, investigations or proceedings against Certifier that would materially impair the certifications made herein, and Certifier is not the subject of any bankruptcy, insolvency or receivership proceeding:

1.5 Compliance with Laws. Certifier certifies that it is in material compliance with all applicable laws, rules and regulations applicable to the matters certified herein and has obtained all material permits, licenses and authorizations required for its business operations described in this Letter.

2. REPRESENTATIONS AND WARRANTIES

2.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Letter and that the execution and delivery of this Letter has been duly authorized by all necessary corporate or other organizational action.

2.2 No Reliance Beyond Stated Certifications. Recipient acknowledges that it will rely upon the certifications contained in this Letter only to the extent expressly stated and that Certifier shall have no obligation with respect to matters not expressly certified herein.

3. COVENANTS

3.1 Continuing Duty to Notify. Certifier covenants to notify Recipient in writing within days of the occurrence of any event or change that would render materially inaccurate any certification given in Section 1.

3.2 Delivery of Documents. Upon Recipient’s reasonable request, Certifier shall deliver executed copies of documents, certificates of officers and such other evidence as may reasonably be required to verify the certifications provided herein.

4. CONDITIONS TO RELIANCE

4.1 Reliance Conditions. Recipient’s right to rely on the certifications in Section 1 is subject to Recipient’s receipt of: (a) an original or certified copy of this Letter signed by an authorized officer of Certifier; and (b) such supporting documents as reasonably requested by Recipient.

5. INDEMNIFICATION

5.1 Indemnity. Certifier shall indemnify, defend and hold harmless Recipient from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by Recipient arising out of any material breach of the certifications, representations or warranties contained in this Letter.

6. NOTICES

6.1 Notice Addresses. All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

6.2 Methods of Delivery. Notices shall be deemed given when delivered by hand, courier or when received by certified mail, return receipt requested.

7. GOVERNING LAW; MISCELLANEOUS

7.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

7.2 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 and communications, whether written or oral, relating to such subject matter.

7.3 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall endeavor to reform the invalid provision to reflect the parties' original intent.

7.4 Amendments; Waiver. Any amendment or waiver of any provision of this Letter must be in writing and signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

7.5 Counterparts. This Letter 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. Facsimile or electronic signatures shall be binding for all purposes.

DECLARATION

The undersigned certifies under penalty of perjury under the laws of the jurisdiction identified in Section 7.1 that the statements and certifications set forth in this Letter are true, correct and complete to the best of the undersigned's knowledge and belief as of the date of signature below.

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