Legal Due Diligence Certification

LEGAL DUE DILIGENCE CERTIFICATION

This Legal Due Diligence Certification (the Certification) is made as of Effective Date: by Certifying Party Name: with principal place of business at and Recipient Name: with principal place of business at .

RECITALS

WHEREAS, Recipient is contemplating or is engaged in the Transaction described as: ; and

WHEREAS, Certifying Party has undertaken to conduct legal due diligence review in connection with the Transaction and to provide to Recipient a certification regarding the scope, findings and limitations of that review; and

WHEREAS, Recipient requires this Certification to assess legal risks and to rely upon certain representations and limitations as set forth below;

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

1. DEFINITIONS

For purposes of this Certification, the following terms have the meanings set forth below. "Transaction" means the transaction described above. "Documents" means those agreements, corporate records, permits, filings, licenses, litigation records and other materials identified in Section 3 as reviewed by Certifying Party. "Knowledge" or "known" means the actual knowledge of the individuals identified as responsible for the due diligence review, after reasonable inquiry as described in Section 2.

2. SCOPE OF REVIEW; STANDARDS

2.1 Scope. Certifying Party conducted a legal due diligence review limited to the Documents and categories specified in Section 3 and to inquiries of management and counsel of the subject entities. The review was performed under time constraints agreed by the parties and in reliance upon the completeness of information provided by Recipient and third parties.

2.2 Standards; Reasonable Inquiry. The review was conducted in accordance with customary standards for legal due diligence in transactions of similar size and character. "Reasonable inquiry" includes review of the Documents and interviews with designated personnel but does not include independent forensic investigation, title surveys, environmental sampling, tax audits or similar specialist investigations unless expressly noted in writing.

3. DOCUMENTS REVIEWED

4. PERIOD OF REVIEW

Certifying Party's review covered documents and matters from Start Date: through End Date: , except as expressly noted in the Documents Reviewed.

5. CERTIFICATIONS

Certifying Party hereby certifies, to the best of its knowledge after reasonable inquiry and based solely on the Documents Reviewed and the inquiries described above, the following:

5.1 Organization and Authority. The subject entities appear to be duly organized or formed and, except as set forth in the Documents Reviewed, have the corporate or entity power to own their properties and carry on their businesses as presently conducted.

5.2 Material Contracts; Defaults. Except as set forth in the Documents Reviewed, the Contracts material to the businesses are in full force and effect and, to Certifying Party's knowledge, there are no existing uncured defaults that would reasonably be expected to result in a Material Adverse Effect.

5.3 Litigation and Claims. Based on the Documents Reviewed there are no pending legal proceedings or unresolved claims against the subject entities that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect, except as disclosed in the Documents Reviewed.

5.4 Regulatory Compliance. To the extent reflected in the Documents Reviewed, the subject entities appear to be in material compliance with applicable laws, permits and regulations, except for matters identified in the Documents Reviewed.

5.5 No Affirmative Warranty. This Certification is a certification of the results of the due diligence review and findings as of the Effective Date and does not constitute an affirmative warranty, representation or guarantee of future matters except as expressly stated herein.

6. FINDINGS AND EXCEPTIONS

Material issues identified in the course of review: Yes No

7. LIMITATIONS; EXCLUSIONS

7.1 Limitations. This Certification does not address matters outside the scope of the Documents Reviewed, including without limitation tax exposure not reflected in the Documents Reviewed, environmental matters not evidenced by documentation reviewed, undisclosed contracts, and matters discoverable only by on-site inspection, audit or specialized investigation.

7.2 Reliance on Others. Certifying Party has relied upon representations of management and third-party documents provided by Recipient; Certifying Party is not responsible for the accuracy or completeness of information provided by third parties except where expressly stated.

8. RELIANCE; REMEDIES

8.1 Recipient Reliance. Recipient may rely on the factual certifications set forth in Section 5 solely for the purposes of evaluating the Transaction. Such reliance is conditioned on Recipient providing to Certifying Party prompt written notice of any reliance and on Recipient's use of this Certification in connection with the Transaction described herein.

8.2 Limit on Liability. Certifying Party's liability for claims arising out of this Certification shall be limited to direct damages and shall exclude consequential, punitive or incidental damages, except to the extent such limitation is prohibited by applicable law.

9. CONFIDENTIALITY

The parties shall maintain the confidentiality of this Certification and the Documents Reviewed in accordance with any confidentiality agreement executed between the parties. If no separate confidentiality agreement exists, the parties agree to use reasonable efforts to protect nonpublic information disclosed in connection with the review.

10. NOTICES

11. MISCELLANEOUS

11.1 Governing Law. This Certification shall be governed by and construed in accordance with the laws of the jurisdiction specified as Governing State: without regard to principles of conflict of laws.

11.2 Entire Agreement. This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written statements, understandings or agreements relating to the same subject matter.

11.3 Severability. If any provision of this Certification is held 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.

11.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Certification shall be effective unless in writing and signed by both parties. No waiver shall be implied from any failure to enforce any provision.

11.5 Counterparts. This Certification 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.

ACKNOWLEDGMENT

The undersigned certify under penalty of perjury that the statements made in this Certification are true and correct to the best of their knowledge after reasonable inquiry, and that they are authorized to execute this Certification on behalf of the party they represent.

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