Legal LOC Final Documents

LEGAL LOC FINAL DOCUMENTS

This Final Documents Certificate (this "Certificate") is made as of by and between Lender Name: and Borrower Name: relating to the Line of Credit Facility in the principal amount of identified as Facility No.: .

RECITALS

WHEREAS, Lender and Borrower entered into that certain Line of Credit Agreement dated (the "Credit Agreement") which established the terms and conditions of the Line of Credit Facility;

WHEREAS, the parties desire to set forth in a single certificate the Final Documents delivered in connection with the Credit Agreement and to confirm that the conditions precedent to the availability of credit under the Facility have been satisfied or waived in accordance with the Credit Agreement.

WHEREAS, capitalized terms used in this Certificate and not otherwise defined have the meanings given to them in the Credit Agreement.

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

1. DEFINITIONS

For purposes of this Certificate, "Final Documents" means the agreements, instruments, certificates and filings enumerated in Section 2 below, together with any related opinions, certificates of incumbency and corporate or other authorizing resolutions, all in form and substance reasonably satisfactory to Lender.

2. FINAL DOCUMENTS DELIVERED

Borrower and related parties have delivered to Lender, and Lender has received, executed and/or otherwise completed, the following Final Documents (check boxes indicate delivered and executed as of the date hereof):

3. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the date hereof that:

• Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform its obligations under the Final Documents.

• The execution, delivery and performance of the Final Documents have been duly authorized by all necessary corporate or other action and do not contravene Borrower's organizational documents or applicable law.

• No Default or Event of Default under the Credit Agreement or any other Material Agreement exists, except as disclosed below:

4. CONDITIONS PRECEDENT

The undersigned certifies that, as of , the conditions precedent to the initial Advance and to the effectiveness of the security interests and other obligations under the Credit Agreement have been satisfied or waived in accordance with the Credit Agreement.

5. SECURITY AND PERFECTION

Borrower has granted to Lender valid, perfected and first-priority Liens in the Collateral described in the Security Agreement, subject only to Permitted Liens. The undersigned certifies that UCC financing statement filings have been made where required in: State/Jurisdiction: ; Filing No.: .

Lender acknowledges that UCC filings, if applicable, have been recorded in the referenced jurisdiction(s).

6. COVENANTS; FURTHER ASSURANCES

Borrower covenants that it shall, at its expense, execute and deliver such further instruments and take such further action as Lender may reasonably request to evidence, protect, perfect or realize upon Lender's security interests and rights under the Final Documents.

7. NOTICES

All notices and communications required or permitted under this Certificate shall be delivered in accordance with the notice provisions of the Credit Agreement.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Certificate, together with the Credit Agreement and the Final Documents identified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

10. SEVERABILITY

If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the intent of the parties as expressed herein to the fullest extent permitted by law.

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Certificate shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such amendment or waiver is sought. No delay or failure to exercise any right shall operate as a waiver thereof.

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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

13. ADDITIONAL PROVISIONS

The undersigned authorized officers of the parties hereto certify on behalf of their respective organizations that the foregoing statements are true and complete and that the persons signing below are duly authorized to execute and deliver this Certificate.

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