WA-91 Agreement to Indemnify

This form is available electronically. Form Approved - OMB No. 0581-0305

WA-91 (07-31-18)		U.S. DEPARTMENT OF AGRICULTURE Agricultural Marketing Service United States Warehouse Act			1. FOR AMS USE ONLY
					A. License Number	B. Initials
		AGREEMENT TO INDEMNIFY			     	   
(See Page 2 for the Privacy Act and Paperwork Reduction Act Statements.)
C. Guaranty Agreement By:				     
				(Name of Surety or Parent Corporation)
D. On Behalf Of:			     
			(Name of Subsidiary Corporation or Licensed Warehouse Operator)
2.	     
	(Name of Subsidiary Corporation or Licensed Warehouse Operator)

hereinafter referred to as the warehouse operator, has applied to the Secretary of Agriculture of the United States of America, hereinafter referred to as the Secretary, for license(s) or a continuation of license(s) for the conduct of warehouse(s) under the United States Warehouse Act (7 U.S.C. 241-256) (the Act) and the regulations promulgated thereunder and the licensing

agreements; and

The regulations require a warehouse operator conducting a licensed warehouse to furnish to the Secretary annually, or more frequently if required, a financial statement reflecting the financial condition of the warehouse operator as of the date named; and further such statement shall reflect allowable net assets to the extent specified in the various licensing agreements and regulations; and be audited by an independent certified public accountant or audited or reviewed by an independent public accountant and containing the scope and all the accountant's opinions and exceptions; and

The warehouse operator can furnish the financial statement(s) but cannot meet the requirement that such statements

reflect the required allowable net assets and or be reviewed or audited by an independent public accountant; and

3. The warehouse operator is a wholly-owned subsidiary of	     
	(Name of Surety or Parent Corporation)

hereinafter referred to as surety and the surety has an interest in the warehouse operator being licensed or continuing under license and can furnish its financial statement which will meet all requirements of the regulations and the licensing agreement.

Therefore it is agreed that:

(1) The surety will furnish to the Secretary an annual financial statement prepared by a certified public accountant and

which includes the assets and liabilities of the warehouse operator and which at a minimum will meet total net asset

requirements of the licensing agreement as they concern the warehouse operator; and

(2) The surety and the warehouse operator respectively certify that this Agreement is within their respective corporate

powers and has or will be spread on their respective corporate minutes; the Secretary to be notified when this is

accomplished.

(3) The Secretary will accept such statements furnished by the surety as meeting the warehouse operator's requirements

for licensing or continuation of license; provided the surety guarantees and assumes, as if they were its own, the

faithful performance by the warehouse operator of any and all obligations the warehouse operator may have as a

warehouse operator under the terms of the Act and the regulations and the licensing agreements prescribed thereunder

and of such additional obligations as may be assumed by the warehouse operator under contracts with the respective

depositors of the agricultural product in each such licensed warehouse(s). Such obligations shall include those existing

as of the date of this agreement, or assumed after such date; until written notice to the contrary is given to and

acknowledged by the Secretary.

4. The license issued to the warehouse operator will be marked to indicate that: "The warehouse operator to whom this license

is issued is a wholly-owned subsidiary of	     	.”
	(Name of Surety or Parent Corporation)

5. In witness whereof, the parties hereto have executed this guaranty under their seals this

(a)	    	day of (b)	     	.
	(Day)		(Month and Year)

WA-91 (07-31-18) Page 2 of 2

6. Warehouse Operator, Subsidiary
(a)	     
	(Name of Subsidiary Corporation or Licensed Warehouse Operator)
By: (b)		     
		(Individual, Partners, General Partner, Corporate Officer)
Title: (c)			     

7. Surety or Name of Parent Corporation
Name of Guarantor: (a)					     
					(Name of Surety or Parent Corporation)
By: (b)	     
Title: (c)		     
Witness: (d)			     					Witness: (f)	     
City and State: (e)				     				City and State: (g)		     

NOTE:

The following statement is made in accordance with the Privacy Act of 1974 (5 U.S.C. 552a - as amended).  The authority for requesting the information identified on this form is 7 CFR Part 735, 7 CFR Part 1423, 7 CFR Part 1427, the United States Warehouse Act (Pub. L. 106-472), and the Commodity Credit Corporation Charter Act (15 U.S.C. 714 et seq.).  The information will be used to indemnify a subsidiary of another entity that is referred to as a guarantor and that guarantor has an interest in the warehouse operator being licensed or continuing their license and can furnish financial assurance to meet all requirements of the USWA. The information collected on this form may be disclosed to other Federal, State, Local government agencies, Tribal agencies, and nongovernmental entities that have been authorized access to the information by statute or regulation and/or as described in applicable Routine Uses identified in the System of Records Notice for USDA/FSA-2, Farm Records File (Automated) and USDA/FSA-3, Consultants File.  Providing the requested information is voluntary.  However, failure to furnish the requested information will result in a determination of ineligibility to obtain new licensing or retain existing licensing under the United States Warehouse Act. According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays an OMB control number. The valid OMB control number of this information collection is 0581-0305. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal and civil fraud, privacy, and other statutes may be applicable to the information provided. RETURN THIS COMPLETED FORM TO THE WAREHOUSE AND COMMODITY MANAGEMENT DIVISION, STOP 9148, P.O. BOX 419205, KANSAS CITY, MO 64141-6205.

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.

f

Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.

To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at http://www.ascr.usda.gov/complaint_filing_cust.html and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights 1400 Independence Avenue, SW Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: [email protected]. USDA is an equal opportunity provider, employer, and lender.

Instructions For WA-91

AGREEMENT TO INDEMNIFY

This form is used by warehouse operators to meet the financial assurance requirements when their parent company can meet the requirements but the subsidiary cannot.

This form is prepared in the Warehouse and Commodity Management Division (WCMD), License and Storage Contract Branch (LSCB) and sent to the warehouse operator for execution and forwarding to their parent for execution and submission of the original of the completed form in hard copy or facsimile to the Warehouse and Commodity Management Division, STOP 9148, P.O. Box 419205, Kansas City, MO 64141-6205; or FAX 844-930-0174, for acceptance and licensing.

AMS prepares the form for the execution of the principals.

This form is provided for informational purposes only.