Certificate of Independent Legal Advice

Certificate of Independent Legal Advice

To the financial institution (the "Bank"):

I have been retained by ______ (the "Obligor") of ______ ("Relation") regarding the legal implications of:

(1) executing the guarantee/suretyship in the form attached, dated ______, in support of the liabilities of ______ (the "Borrower").

(2) joining in Assignment(s) of Life Insurance in the form(s) attached, dated ______.

(3) executing a joint and several promissory note payable to the Bank in the amount of ______ dated ______, together with any renewals thereof as the Bank may require from time to time, thereby assuming liability as principal debtor to the Bank jointly with ______ (the "Borrower").

(4) granting to you the following security in the form attached: ______ as collateral for the indebtedness and liability of the Obligor and the Borrower to the Bank.

Neither I nor any solicitor in my firm acts for the Relation, the Borrower, or the Bank in any capacity. I was consulted independently by the Obligor and have provided advice solely in the Obligor's interest, without regard to the interests of the Relation, Borrower, or Bank. I have fully and clearly explained to the Obligor their position and the consequences of executing the document(s) described above, acting exclusively as the Obligor's solicitor. The Obligor confirmed a complete understanding of the nature and effect of the said document(s) and acknowledged executing them freely and voluntarily, as their own act and deed, without fear, threat, influence, or compulsion from the Relation, the Borrower, or the Bank. I confirm that all such advice was given to the Obligor before the above documents were delivered to the Bank.

I hereby confirm that all statements in the above Certificate are true and accurate, that neither the Relation, nor any business associates of the Obligor, nor the Borrower, nor the Bank, nor any other person has applied compulsion, made threats, or exercised undue influence to induce me to take the actions described in the above Certificate. The solicitor who advised me as stated above was consulted by me as my personal solicitor, acting in my interest alone. I confirm that I received the above advice prior to delivery of the documents to the Bank.

I/We solemnly declare that the contents of this document are true and correct to the best of my/our knowledge and belief.

Signed and sworn (or affirmed/declared) before me by videoconference in Ottawa, Ontario, while the Affiant(s)/Declarant(s) were located in ______________________, on ______________________, pursuant to O. Reg. 431/20, and Electronic Commerce Act, 2000.