Certification of Legal Documents

CERTIFICATION OF LEGAL DOCUMENTS

This Certification of Legal Documents (the "Certification") is made effective as of Effective Date: by and between Certifying Party Name: with principal address , and Recipient Name: with principal address .

RECITALS

WHEREAS, Certifying Party is in possession of certain documents, instruments and records described herein that relate to transactions, agreements, or proceedings involving the parties; and

WHEREAS, Recipient requires certified copies or attestations of such documents for review, filing, or submission to third parties and for the purpose set forth in Recipient Purpose: ; and

WHEREAS, Certifying Party is willing to certify that the documents identified below are true, correct and complete copies of the originals in accordance with the terms of this Certification.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certification, the following terms shall have the meanings set forth below. "Certified Documents" means the documents listed in Section 2. "Originals" means the first executed counterparts or original instruments maintained in the regular course of business. "Knowledge" means the actual knowledge of an officer or authorized representative of the Certifying Party after reasonable inquiry.

2. DOCUMENTS CERTIFIED

Certifying Party hereby certifies that the following documents, true copies of which are attached or identified below, are true, correct and complete copies of the Originals in Certifying Party's possession, custody or control as of the Effective Date:

For each document listed above, indicate whether the copy provided is an original or a copy and state the execution date if known.

3. CERTIFICATION

Certifying Party hereby certifies, represents and warrants to Recipient, to the best of Certifying Party's Knowledge, that:

1. Each document identified in Section 2 is a true, correct and complete copy of the relevant Original maintained in Certifying Party's files.
2. Each signature set forth on the Originals or copies is genuine and was affixed by the person purporting to have signed, unless noted in writing in Document Details.
3. To the extent applicable, each document was executed on the execution date stated therein, and there are no subsequent amendments, modifications or rescissions of such documents other than as expressly set forth in Document Details.

4. RELIANCE; LIMITATION OF LIABILITY

Recipient may rely on this Certification for any lawful purpose for which the Certified Documents are required, including submission to third parties and judicial or administrative filings. Except as otherwise provided in this Certification, Certifying Party's liability for any claim arising out of or related to a material inaccuracy in this Certification shall be limited to direct damages and shall not include consequential, special or punitive damages, except to the extent such limitation is unenforceable under applicable law.

5. AUTHENTICATION AND ORIGINALS

Upon reasonable request and at Recipient's reasonable expense, Certifying Party shall make Originals available for inspection or shall provide notarized or otherwise authenticated Originals where required by law or third-party recipients. Certifying Party may require reasonable notice prior to production of Originals and may redact personal or privileged information as permitted by law, provided the redactions are disclosed.

6. REPRESENTATIONS AND WARRANTIES OF EACH PARTY

Each party represents and warrants that it has the full corporate or legal power and authority to enter into this Certification and to perform its obligations hereunder, and that this Certification constitutes a valid and binding obligation enforceable in accordance with its terms.

7. INDEMNIFICATION

Certifying Party shall indemnify, defend and hold harmless Recipient and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any material breach of the certifications, representations or warranties set forth in this Certification, except to the extent such losses result from Recipient's gross negligence or willful misconduct.

8. NOTICES

All notices, requests, consents and other communications under this Certification must be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice in accordance with this Section.

9. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

10. ENTIRE AGREEMENT

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

11. SEVERABILITY

If any provision of this Certification is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the intent of the parties to the fullest extent permitted by law.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Certification may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. This Certification may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

13. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and do such further acts and things as may be reasonably necessary to carry out the purposes of this Certification.

IN WITNESS WHEREOF, the parties have executed this Certification as of the dates set forth below.

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