Legal Satisfaction Certificate

LEGAL SATISFACTION CERTIFICATE

Certifier Name:    Obligee Name:    Certificate Date:

Recitals

WHEREAS, Certifier and Obligee entered into an agreement entitled dated (the "Agreement"), which created certain obligations, liens, or security interests described below;

WHEREAS, the Agreement or related instruments were recorded as in the records of on ; and

WHEREAS, Certifier desires to certify, and Obligee requires certification, that the obligations identified below have been satisfied in accordance with the Agreement and applicable law.

NOW, THEREFORE

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

1. Certification of Satisfaction

1.1 Certification. Certifier hereby certifies that, as of the Certificate Date set forth above, all obligations, debts, liens, encumbrances, and security interests arising under the Agreement and described in Section 1.2 below have been paid, performed, or otherwise satisfied in full, and that no further sums or performance are due from Obligee to Certifier under the Agreement except as expressly stated in writing herein.

1.2 Description of Obligation(s). The obligation(s) satisfied are described as follows:

1.3 Amounts Satisfied. Total amount satisfied (if monetary): $ . Date of final payment or satisfaction: .

2. Release and Direction to Record

2.1 Release. Upon the effective date hereof, Certifier releases, remises, and forever discharges Obligee, and the real or personal property referenced in the recorded instrument described above, from the lien, charge, claim, or encumbrance arising under the Agreement to the extent such lien or encumbrance secures the obligations described in Section 1.2.

2.2 Direction to Record. Certifier authorizes and requests that Obligee, or any party entitled to rely on this certificate, record or file this Legal Satisfaction Certificate in the appropriate public records to evidence the satisfaction and release described herein.

3. Representations and Warranties

Certifier represents and warrants to Obligee that: (a) Certifier is duly organized and validly existing under applicable law and has all necessary power and authority to execute and deliver this Certificate and to perform its obligations hereunder; (b) the person signing below on behalf of Certifier is duly authorized to do so; (c) the statements in this Certificate are complete and accurate as of the Certificate Date; and (d) no pending actions or claims exist that would, upon successful assertion, materially impair the effectiveness of the release provided herein.

4. Covenants; Further Assurances

Certifier covenants to execute and deliver, promptly upon request and at Certifier's expense, such further instruments and to take such further actions as may be reasonably necessary to effectuate the release and satisfaction described in this Certificate, including the execution of release or termination statements and the delivery of originals or certified copies of documents evidencing satisfaction.

5. Notices

Notice Address for Certifier

Notice Address for Obligee

All notices required or permitted hereunder shall be in writing and shall be delivered in accordance with the addresses set forth above or as later designated in writing by either party in accordance with this Section.

6. Amendments; Waiver; Counterparts

This Certificate may be amended only by a written instrument executed by both Certifier and Obligee. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. This Certificate may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

7. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to conflict of laws principles.

8. Entire Agreement

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

9. Severability

If any provision of this Certificate is held to be invalid, illegal, or unenforceable in any respect, such provision shall be severed, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10. Indemnity

Certifier agrees to indemnify, defend and hold harmless Obligee and its successors and assigns from and against any losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any false statement or breach of representation or warranty made by Certifier in this Certificate.

Acknowledgment

The parties acknowledge that they have read and understand the terms of this Certificate and that the person signing on behalf of each party is authorized to execute this Certificate on behalf of that party.

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