Legal Covenant Compliance Certificate

LEGAL COVENANT COMPLIANCE CERTIFICATE

This Legal Covenant Compliance Certificate (this Certificate) is delivered as of the date set forth below by and between Certifier Name: , a organized under the laws of (Certifier), and Lender Name: , a organized under the laws of (Lender).

RECITALS

WHEREAS, Certifier and Lender are parties to that certain Loan Agreement dated / / (Loan Agreement), pursuant to which certain affirmative and negative covenants, reporting obligations and financial tests are imposed on Certifier.

WHEREAS, the Loan Agreement requires Certifier to deliver periodic certificates confirming compliance with such covenants and to certify the absence of any Event of Default as of specified Measurement Dates;

WHEREAS, Certifier has requested that Lender accept this Certificate in satisfaction of the delivery requirement set forth in the Loan Agreement in respect of the Measurement Date identified below.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Certifier and Lender agree as follows:

1. DEFINITIONS

Capitalized terms used in this Certificate and not otherwise defined have the meanings given to them in the Loan Agreement. For purposes of this Certificate, "Measurement Date" means / / .

2. CERTIFICATION OF COVENANT COMPLIANCE

Certifier hereby certifies, represents and warrants to Lender that as of the Measurement Date:

2.1 Compliance. Certifier is in full compliance with the covenants set forth in the Loan Agreement, including without limitation the financial covenants and reporting covenants, except as disclosed in Section 2.3 below.

2.2 No Event of Default. To Certifier's knowledge, no Event of Default under the Loan Agreement has occurred and is continuing as of the Measurement Date, except as disclosed in Section 2.3 below.

2.3 Exceptions and Qualifications. Any exceptions to the statements in Sections 2.1 and 2.2 are set forth with specificity below. For each exception, identify the covenant, the nature of the non‑compliance, the period affected and any corrective action taken or proposed.

3. FINANCIAL COVENANT STATEMENT

The undersigned certifies that the following covenant calculations have been prepared in accordance with the methodology set forth in the Loan Agreement and are true and correct as of the Measurement Date.

In compliance with Covenant 1: Yes    No

In compliance with Covenant 2: Yes    No

4. REPRESENTATIONS AND WARRANTIES

Certifier represents and warrants that: (a) the information provided in this Certificate is true, complete and accurate in all material respects; (b) all calculations were performed in accordance with the Loan Agreement; and (c) no information materially adverse to Lender's interests has been omitted.

5. NOTICE OF DEFAULT (IF ANY)

Has any Event of Default occurred and been continuing as of the Measurement Date?   Yes    No

6. NOTICES

All notices and communications required or permitted under this Certificate shall be given in accordance with the notice provisions of the Loan Agreement. For convenience, the contact information for notices under this Certificate is:

7. MISCELLANEOUS

Governing Law: This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Loan Agreement without regard to principles of conflicts of law.

Entire Agreement: This Certificate, together with the Loan Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

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.

Amendments; Waiver: No amendment, waiver or modification of any provision of this Certificate shall be effective unless in writing and executed by the party against whom enforcement of such amendment, waiver or modification is sought.

Counterparts: This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

Execution and Delivery: Certifier hereby certifies that the person signing below is duly authorized to execute and deliver this Certificate on Certifier's behalf.

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