Legal Counsel Certificate

LEGAL COUNSEL CERTIFICATE

This Legal Counsel Certificate (the Certificate) is made as of the day of , by and between Counsel Name: , counsel of record with principal address and Client Name: , with principal address (each a Party and collectively the Parties).

RECITALS

WHEREAS, Client is seeking to enter into or has entered into the transaction described as: (the Transaction); and

WHEREAS, Counsel has been retained to render legal advice and to deliver this certificate to the relying parties in connection with the Transaction; and

WHEREAS, Counsel has examined such documents, records and other matters of law and fact as Counsel has deemed necessary to render the opinions and certifications set forth in this Certificate.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Counsel hereby certifies to the Parties as follows:

1. SCOPE OF EXAMINATION

Counsel has examined originals, copies or certified copies of the organizational documents, minute books, resolutions, agreements and other corporate or similar records of Client listed in the schedule attached hereto and incorporated by reference (collectively, the Documents). A description of the Documents examined is set forth below.

2. COUNSEL CERTIFICATIONS

Counsel certifies that, based upon the Documents as of the date hereof and subject to the qualifications stated in Section 4, Counsel's review and knowledge:

a. Authority and Organization. Client is duly organized and validly existing under the laws of , and has all requisite power and authority to own its properties and to carry on its business as now conducted.

b. Authorization. All corporate, partnership, limited liability company or other necessary action by Client and, where applicable, its board of directors or managers, to authorize the execution, delivery and performance of the Transaction Documents has been duly taken and is valid and in full force and effect.

c. Execution and Enforceability. Each Transaction Document submitted to Counsel as of the date hereof has been duly executed and delivered by Client. To the extent enforceability of any such Transaction Document is governed by applicable law, such Transaction Document constitutes the legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting creditors' rights and by general equitable principles.

d. No Conflicts. The execution, delivery and performance by Client of the Transaction Documents do not, to Counsel's knowledge after reasonable inquiry of Client's officers and review of the Documents, (i) violate any provision of Client's organizational documents, (ii) constitute a breach of or default under any material agreement or indenture to which Client is a party, or (iii) result in the creation of any lien, security interest or encumbrance other than those expressly permitted by the Transaction Documents.

e. Standing. Counsel is duly authorized to practice law and is in good standing before the bar(s) of . Counsel's opinion is rendered solely as legal counsel to Client and not in any other capacity.

3. RELIANCE

This Certificate is furnished to Client and to those persons expressly identified in the Transaction Documents for their benefit. Counsel acknowledges that the addressees of this Certificate may rely on the certifications and opinions herein, and Counsel consents to such reliance to the extent permitted by law. Counsel's obligations under this Certificate are solely to the Parties and any person expressly authorized in writing by Counsel.

4. QUALIFICATIONS AND LIMITATIONS

The opinions and certifications contained in this Certificate are subject to: (a) the effect of any present or future bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally; (b) usual equitable defenses; (c) the enforceability of injunctive or specific performance remedies being subject to the discretion of the court; and (d) the accuracy of factual matters that Counsel has relied upon, as set forth in the Documents or representations made by Client.

5. REPRESENTATIONS OF CLIENT

Client represents and warrants to Counsel that, as of the date hereof: (a) the factual statements provided to Counsel and the Documents delivered to Counsel are true and correct in all material respects; (b) there are no actions, suits or proceedings pending or, to Client's knowledge, threatened, against Client that would reasonably be expected to impair Client's ability to perform its obligations under the Transaction Documents; and (c) Client has provided Counsel with all agreements, records and instruments reasonably requested by Counsel in connection with the preparation of this Certificate.

6. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at the respective addresses set forth below (or at such other address as a Party may designate by written notice in accordance with this Section).

7. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

8. ENTIRE AGREEMENT

This Certificate constitutes the entire agreement between Counsel and Client with respect to the matters set forth herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such matters.

9. SEVERABILITY

If any provision of this Certificate is held to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining provisions shall continue in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Certificate shall be effective unless in writing signed by the Party against whom enforcement is sought. Failure to enforce any right shall not operate as a waiver of such right. 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. MISCELLANEOUS

The headings in this Certificate are for convenience of reference only and shall not affect its interpretation. Words importing the singular number include the plural and vice versa, and words importing any gender include all genders, unless the context otherwise requires.

ENTITY TYPE (CLIENT)

Indicate Client's entity type (check all that apply):

Corporation Limited Liability Company Partnership Sole Proprietorship Other:

ADDITIONAL REMARKS

IN WITNESS WHEREOF, Counsel and Client have caused this Certificate to be executed by their duly authorized representatives as of the date first written above.

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