Legal Certificate of Agreements

LEGAL CERTIFICATE OF AGREEMENTS

This Legal Certificate of Agreements (the Certificate) is made as of by and between , a legal entity organized under the laws of , with principal address at (the Certifying Party), and , a legal entity organized under the laws of , with principal address at (the Counterparty).

Recitals

WHEREAS, the Certifying Party and the Counterparty are parties to certain contracts, agreements, amendments, schedules and related documents described herein and in the schedules attached or set forth below (collectively, the Agreements); and

WHEREAS, the Certifying Party has been requested to provide a written certification describing the Agreements, their status as of the Certificate Date, and certain representations and warranties related thereto; and

WHEREAS, the Counterparty will rely upon the representations and certifications in this Certificate in connection with the matters described in the Agreements and related transactions.

Now, Therefore

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth 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 Certificate, the following terms shall have the meanings set forth below:

"Agreements" means the contracts, instruments, amendments, schedules, exhibits and related documents listed in Section 2 and any contemporaneous documents expressly referenced therein.

"Certificate Date" means the date specified in the opening paragraph and reflected in the certificate_date field of this Certificate.

2. Agreements Being Certified

The Certifying Party certifies that, as of the Certificate Date, the Agreements include the following items and descriptions (identify each agreement by title, date, parties and brief description):

3. Certification and Status of Agreements

The Certifying Party hereby certifies that, to its knowledge after reasonable inquiry as of the Certificate Date:

(a) Each listed Agreement was duly authorized, executed and delivered by the parties thereto and constitutes a valid and binding obligation of the parties, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting enforcement of creditors' rights generally.

(b) No party to any listed Agreement is in material default under such Agreement that remains uncured as of the Certificate Date, other than defaults described in the Agreements list or in the additional_terms field below.

4. Representations and Warranties

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority to execute and deliver this Certificate and to perform its obligations hereunder; (b) the execution, delivery and performance of this Certificate have been duly authorized by all necessary corporate or other organizational action; and (c) this Certificate constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5. Reliance

The parties acknowledge that third parties may rely upon the certifications and representations contained herein. The Certifying Party consents to such reliance to the extent expressly agreed in writing by the Certifying Party. Reliance shall be limited to the facts certified and shall not extend to implied statements or opinions not expressly set forth in this Certificate.

6. Conditions and Limitations

This Certificate speaks only as of the Certificate Date and is given solely for the purposes set forth herein. The Certifying Party undertakes no obligation to update, supplement or revise this Certificate after the Certificate Date, except as expressly agreed in writing by the parties.

7. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at their addresses set forth in the opening paragraph or to such other address as a party may specify by notice in accordance with this Section.

8. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for the resolution of disputes arising under this Certificate.

9. Entire Agreement; Severability

This Certificate, together with the Agreements specified herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10. Amendments; Waiver; Counterparts

This Certificate may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by any party in exercising any right, power or remedy shall operate as a waiver thereof. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. Binding Effect; Authority

This Certificate shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Each individual signing below represents and warrants that he or she is duly authorized to execute and deliver this Certificate on behalf of the party for which he or she signs.

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