Legal Consent Certificate

LEGAL CONSENT CERTIFICATE

This Legal Consent Certificate (this Certificate) is made as of Effective Date: by and between Consenting Party Name: a Individual Corporation LLC Partnership Other, whose principal address is ; and Requesting Party Name: a Individual Corporation LLC Partnership Other, whose principal address is .

RECITALS

WHEREAS, Requesting Party has requested certain consent, approval or authorization from Consenting Party in connection with the Proposed Action described below; and

WHEREAS, Consenting Party is willing to give such consent on the terms and conditions set forth in this Certificate, and each party desires to set forth their respective representations, warranties and obligations regarding such consent.

WHEREAS, the parties intend that this Certificate shall constitute a legally binding certificate of consent by Consenting Party for use by Requesting Party as evidence of such consent where required.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Proposed Action" means the action, transaction or activity for which consent is sought, as described in the Proposed Action description field below. Proposed Action:

1.2 "Effective Date" means the date set forth above in the opening paragraph.

2. GRANT OF CONSENT

2.1 Subject to the terms and conditions of this Certificate, Consenting Party hereby irrevocably grants to Requesting Party its consent, authorization and approval to undertake the Proposed Action to the extent described herein and in the Proposed Action description. Detailed description of Proposed Action:

2.2 The consent granted hereby is limited to the scope described in this Certificate and shall not be construed to confer any other rights, waivers, amendments or approvals unless expressly set forth in writing and signed by Consenting Party.

3. REPRESENTATIONS AND WARRANTIES

3.1 Consenting Party represents and warrants that it is the holder of all requisite legal authority, title, interest and power necessary to grant the consent set forth in Section 2, and that the execution, delivery and performance of this Certificate by Consenting Party have been duly authorized by all necessary action.

3.2 Consenting Party further represents that, to the best of its knowledge, the grant of consent will not violate any applicable law, contract, instrument, encumbrance or court order, except as disclosed in writing to Requesting Party prior to the Effective Date.

4. CONDITIONS TO EFFECTIVENESS

4.1 The obligations of the parties under this Certificate are subject to the following conditions precedent: (a) receipt by Consenting Party of an executed counterpart of this Certificate; (b) receipt of any required consideration or fee as agreed between the parties; and (c) timely delivery of any documents or notices required by this Certificate.

5. TERM; REVOCATION

5.1 Unless earlier revoked in accordance with this Section, the consent granted herein shall be effective on the Effective Date and shall continue until Expiration Date: or until the completion of the Proposed Action, whichever occurs first.

5.2 Consenting Party may revoke or terminate this consent prior to the Expiration Date only upon material breach by Requesting Party of its obligations under this Certificate, provided that Consenting Party provides written notice and a reasonable opportunity to cure as set forth in Section 7.

6. INDEMNITY

6.1 Requesting Party shall indemnify, defend and hold harmless Consenting Party and its affiliates, officers and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Requesting Party's breach of this Certificate or from the performance of the Proposed Action, except to the extent such claims arise from Consenting Party's gross negligence or willful misconduct.

7. NOTICES

7.1 Any notice, demand or communication required or permitted hereunder shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

8.1 No amendment, modification or waiver of any provision of this Certificate shall be effective unless set forth in a writing signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of such right.

9. GOVERNING LAW

9.1 This Certificate shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below without regard to conflict of law principles. Governing Law Jurisdiction:

10. ENTIRE AGREEMENT

10.1 This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, agreements or representations, oral or written, relating thereto.

11. SEVERABILITY

11.1 If any provision of this Certificate is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

12.1 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. Facsimile, photographic or electronic signatures shall be deemed originals for all purposes.

13. CERTIFICATION

13.1 The undersigned certifies under penalty of perjury that the signatory signing on behalf of Consenting Party has full authority to execute this Certificate and to bind Consenting Party to the terms hereof, and that the representations and warranties set forth in Section 3 are true and correct as of the Effective Date.

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