SBA Form 2181 SBIC MAQ Exhibit E Legal Document Certification

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Overview

Legal Certification
No Material Adverse Change Cert

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Sheet 1: Legal Certification

	Legal Document Certification
	As of Date:	MM/DD/YYYY
	The following certification concerning the Applicant’s legal documents must be completed and signed by either a principal of the Applicant or Applicant’s legal counsel and submitted with the Applicant’s final, fully-executed legal documents prior to SBA’s approval of the Applicant’s Final License Application. Submit the Excel version of the file and save and submit a version in PDF format including an approved digital signature.
	Name of Applicant:		ABC SBIC, L.P.
	Representation
	I hereby represent and warrant to the United States Small Business Administration (“SBA”) that the following documents listed below, all of which have been fully-executed by all parties to such documents and attached to this letter, are unchanged from the versions of such documents approved by the SBA in processing the application for the above named applicant for a Small Business Investment Company license.
1	Limited Partnership Agreement of Applicant
2	Executed Signature Pages of Limited Partners to Limited Partnership Agreement or Subscription Agreement (if signing through power of attorney contained therein)
3	Limited Liability Company Operating Agreement of General Partner
4	Capital Certificate
5	Guaranty Agreement(s) if applicable
6	Bank Letter
7	Formation Opinion
8	Tax Opinion
9	Securities Opinion
10	Management Agreement
11	Certification of Third Party Debt
12	Side Letters (if applicable)
13	Escrow Agreement
5	Printed Name
6	Title
7	Signature
8	Date

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Sheet 2: No Material Adverse Change Cert

Certification of no Material Adverse Changes

As of Date:

MM/DD/YYYY

The following representation that there have been no material adverse changes to the Applicant between the issuance of the Green Light and the Final License Application must be completed and signed by a principal of the Applicant and submitted with the Applicant’s final, fully-executed legal documents prior to SBA’s approval of the Applicant’s Final License Application. Submit the Excel version of the file and save and submit a version in PDF format including an approved digital signature.

Name of Applicant:

ABC SBIC, L.P.

Representation

I hereby represent and warrant to the United States Small Business Administration (“SBA”) that there have been no material adverse changes to the Applicant following the issurance of the Green Light Letter, including, but not limited to, issues such as key principal departures, shifts in investment strategy, subsequent deterioration of prior investment track record and subsequent records of arrests, litigation or governmental enforcement actions against the principals or the Applicant. I further represent and warrant that there have been no material adverse changes in the qualifications of the management team, and understand that failure to disclose a material adverse change will disqualify the applicant from further consideration as an SBIC licensee. I understand and agree that SBA reserves the right to determines whether changes in the SBIC application are material and adverse.

5

Printed Name

6

Title

7

Signature

8

Date