Legal Perfection Certificate

LEGAL PERFECTION CERTIFICATE

This Legal Perfection Certificate (the Certificate) is made as of by Issuer Name: with address and delivered to Recipient Name: with address .

Recitals

WHEREAS, Debtor Name: is party to a Security Agreement dated (the Security Agreement) pursuant to which Debtor granted to Issuer a security interest in certain collateral described below; and

WHEREAS, the parties desire that Issuer certify the perfection status of the security interest created under the Security Agreement as of the date set forth above for the benefit of Recipient and its successors and permitted assigns; and

WHEREAS, except as expressly set forth in this Certificate, Recipient is not being asked to rely on any other document, instrument or filing for the purposes of determining perfection or priority of the security interest.

NOW, THEREFORE

Issuer certifies, represents and warrants to Recipient as follows:

1. Definitions

Capitalized terms used but not defined herein have the meanings given to them in the Security Agreement. For purposes of this Certificate: "Collateral" means the assets, property, and interests described in Section 3 below; "Perfection Date" means the date indicated in Section 4 on which Issuer first perfected the security interest by the method(s) specified herein.

2. Certification of Perfection

Issuer hereby certifies that, as of the Perfection Date below, Issuer had a valid, enforceable security interest in the Collateral described in Section 3 and that such security interest was perfected by the method(s) set forth in Section 4. Issuer further certifies that, to Issuer's knowledge after due inquiry, the security interest set forth herein is subject only to those liens, encumbrances and exceptions specifically disclosed in this Certificate.

3. Description of Collateral

The Collateral securing the obligations under the Security Agreement consists of the following description (the Collateral Description). The following description is intended to be comprehensive and to correspond to the description used in any filing described below.

4. Method and Date of Perfection

The security interest in the Collateral was perfected as follows (check all methods that apply and provide requested particulars).

5. Representations and Warranties

Issuer represents and warrants to Recipient that: (a) Issuer is the secured party of record with respect to the security interest described herein; (b) all information provided in this Certificate is true, correct and complete in all material respects as of the date hereof; (c) except as expressly disclosed in this Certificate, no financing statement, lien, claim or encumbrance of any nature exists that would materially impair the priority or enforceability of Issuer's security interest in the Collateral; and (d) Issuer has taken all actions required under applicable law to effect the perfection described herein.

6. Covenants

Issuer covenants that, for so long as Recipient may reasonably rely on this Certificate, Issuer shall not, without first notifying Recipient in writing, take any action that would cause the perfection or priority status certified herein to lapse or be materially altered, except as required by law or as disclosed herein. Upon request and at Issuer's expense, Issuer shall deliver copies of filings or instruments evidencing perfection or continuation of the security interest.

7. Reliance; Beneficiaries; Indemnity

Recipient and its successors and permitted assigns may rely upon this Certificate in determining the perfection and priority of the security interest described herein. Issuer agrees to indemnify and hold Recipient harmless from and against any losses, claims, liabilities or expenses (including reasonable attorneys' fees) incurred as a direct result of any material breach of the representations and warranties contained in Section 5.

8. Remedies

In the event of a breach of this Certificate, Recipient shall be entitled to pursue any remedy available at law or in equity, including specific performance and recovery of costs of enforcement. No remedy is exclusive and the election of any remedy shall not preclude the exercise of any other remedy.

9. Notices

All notices, consents and other communications required or permitted under this Certificate shall be in writing and delivered to the addresses below (or such other address as either party may designate by notice).

10. Amendments and Waivers

Any amendment, modification or waiver of any provision of this Certificate must be in writing and signed by Issuer and Recipient. No course of dealing, delay or failure to enforce any right hereunder shall operate as a waiver of such right.

11. Governing Law

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

12. Entire Agreement

This Certificate constitutes the entire agreement between Issuer and Recipient with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the perfection of the security interest in the Collateral.

13. 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 be affected or impaired.

14. 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 means shall be effective as delivery of an original.

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