Legal Compliance Certificates

LEGAL COMPLIANCE CERTIFICATES

This Legal Compliance Certificate (the Certificate) is delivered as of by Certifying Party: (State/Jurisdiction of Organization: ), to Recipient: .

RECITALS

WHEREAS, Recipient has requested that Certifying Party deliver to Recipient a certificate certifying certain matters of compliance by Certifying Party with applicable laws, agreements and obligations; and

WHEREAS, Certifying Party has agreed to provide such certificate to induce Recipient to enter into or to consummate transactions, extensions of credit, or continued business relationships with Certifying Party.

WHEREAS, capitalized terms used in this Certificate and not otherwise defined shall have the meanings ascribed to them in the governing agreement between the parties to which this Certificate relates.

NOW THEREFORE, in consideration of the agreements and obligations of the parties, and intending to be legally bound, Certifying Party hereby certifies, represents and warrants to Recipient as follows:

1. CERTIFICATIONS

Certifying Party hereby certifies that as of the certificate date:

  All material permits, licenses and authorizations required for Certifying Party to conduct its business are in full force and effect, and there are no known violations that would cause suspension or revocation of any such permit or license.

  Certifying Party is not in default under any material agreement, indenture, security instrument or other obligation, and no event has occurred which, with notice or lapse of time, would constitute a default.

  There are no undisclosed liens, security interests or encumbrances on Certifying Party’s assets except as set forth in writing to Recipient.

  All federal, state and material local tax returns required to be filed by Certifying Party have been timely filed (or extensions obtained) and all taxes shown as due on such returns have been paid, except for any amounts being contested in good faith and for which adequate reserves have been established in conformity with generally accepted accounting principles.

  The financial statements and other financial information previously delivered to Recipient fairly present Certifying Party's financial condition in all material respects in accordance with the accounting basis described therein.

2. REPRESENTATIONS AND WARRANTIES

Certifying Party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth above; (b) it has full corporate or organizational power and authority to execute, deliver and perform its obligations under this Certificate; and (c) execution, delivery and performance of this Certificate have been duly authorized by all necessary corporate or organizational action.

3. COMPLIANCE WITH LAWS

Certifying Party is, and for the twelve (12) months preceding the date of this Certificate has been, in compliance in all material respects with all applicable laws, rules and regulations of governmental authorities having jurisdiction over its business, properties and operations, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

4. LITIGATION

Except as disclosed in writing to Recipient, there is no action, suit, claim, arbitration, investigation or proceeding pending or, to Certifying Party's knowledge, threatened against Certifying Party that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5. REMEDIES AND RELIANCE

Recipient may rely upon the truthfulness and accuracy of the certifications, representations and warranties set forth herein. In the event any representation, warranty or certification contained in this Certificate is untrue or incorrect in any material respect, Recipient shall have all rights and remedies available at law or in equity.

6. SURVIVAL

The representations, warranties and certifications contained in this Certificate shall survive delivery of this Certificate and shall remain in full force and effect until such representations, warranties and certifications are superseded by a subsequent certificate delivered by Certifying Party or otherwise expire under the governing agreement between the parties.

7. NOTICES

Certifying Party Notice Address:

Recipient Notice Address:

8. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by both Certifying Party and Recipient. No failure or delay in exercising any right hereunder shall operate as a waiver of such right.

9. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction designated by Recipient: , without regard to conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relative thereto. If any provision of this Certificate is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. 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.

12. ADDITIONAL INFORMATION

List of material exceptions, disclosures or attachments (if any):

CERTIFYING PARTY CONTACT

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