Interim Legal Certificate

INTERIM LEGAL CERTIFICATE

This Interim Legal Certificate (the Certificate) is delivered as of by Issuing Counsel: to Recipient: in connection with the matter described as: and the agreement referenced below.

RECITALS

WHEREAS, on or about , the parties entered into that certain agreement entitled (the Agreement); and

WHEREAS, the Recipient has requested that Issuing Counsel deliver this Certificate as an interim certification of certain legal matters in respect of the Agreement and related transaction documents identified on Schedule A attached hereto; and

WHEREAS, Issuing Counsel has acted as counsel to in connection with the matters described in the Agreement and is authorized to provide this Certificate.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, capitalized terms not otherwise defined herein have the meanings given to them in the Agreement. "Effective Date" means the date specified in the opening paragraph of this Certificate. "Permitted Exceptions" means those matters set forth in Schedule of Exceptions delivered herewith.

2. CERTIFICATION OF COUNSEL

Issuing Counsel, after due and reasonable inquiry into matters of law and fact as counsel deems appropriate, hereby certifies to the Recipient that, as of the Effective Date:

(a) Organization and Good Standing. The client identified above is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or other power to enter into and perform its obligations under the Agreement.

(b) Authorization and Enforceability. The execution, delivery and performance of the Agreement by the client have been duly authorized by all necessary action and, to the knowledge of Issuing Counsel, the Agreement constitutes the legal, valid and binding obligation of the client, enforceable against the client in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles.

(c) No Conflicts or Violations. The execution, delivery and performance of the Agreement do not, to Issuing Counsel's knowledge, (i) violate any provision of the client's organizational instruments; (ii) constitute a breach of, or default under, any material agreement to which the client is a party; or (iii) violate any applicable law, regulation, order or decree which, in Issuing Counsel's view after reasonable inquiry, would reasonably be expected to have a material adverse effect on the client's ability to perform its obligations under the Agreement.

(d) Litigation. Except as disclosed in the Schedule of Exceptions, there is no action, suit, claim, arbitration, investigation or proceeding, pending or threatened, known to Issuing Counsel, against the client or affecting the Agreement that, in Issuing Counsel's reasonable opinion, would materially and adversely affect the enforceability of the Agreement or the client's performance thereunder.

3. SCHEDULE OF EXCEPTIONS

The matters constituting Permitted Exceptions are described in the Schedule of Exceptions below. If no exceptions are applicable, state "None" in the schedule.

4. RELIANCE; LIMITATIONS

The Recipient may rely upon this Certificate in connection with the Agreement and related transactions. This Certificate is limited to matters of law and matters of record within Issuing Counsel's reviewed jurisdictional scope, and does not purport to be a factual or independent investigation of facts beyond counsel's review. Issuing Counsel expressly disclaims any responsibility for factual matters not shown in the public records or not brought to counsel's attention by the client.

5. CONDITIONS

The certifications set forth in Section 2 are made subject to the delivery by Issuing Counsel of such documents and information as Issuing Counsel may reasonably request to confirm matters of identity, authority or accuracy, and are subject to any matters of public record filed after the Effective Date.

6. REPRESENTATIONS AND WARRANTIES OF ISSUING COUNSEL

Issuing Counsel represents and warrants that it is duly authorized to deliver this Certificate on behalf of the client and that, to the best of Issuing Counsel's knowledge after due inquiry, the statements contained herein are true, correct and complete as of the Effective Date.

7. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below.

8. GOVERNING LAW; VENUE

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of this Certificate.

9. ENTIRE AGREEMENT; SEVERABILITY

This Certificate, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Certificate is held invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Certificate may be amended only by a written instrument executed by Issuing Counsel and the Recipient. No waiver of any provision hereof shall be effective unless in writing and signed by the party waiving compliance. This Certificate may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. MISCELLANEOUS

The headings in this Certificate are inserted for convenience only and shall not affect the interpretation of this Certificate. References to any document include any amendments or supplements to, and any replacements of, that document.

ENTITY TYPE (ISSUING COUNSEL REPRESENTS)

Corporation Limited Liability Company Partnership Individual Other:

ADDITIONAL INFORMATION

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