Legal Solvency Certificate

LEGAL SOLVENCY CERTIFICATE

This Legal Solvency Certificate (the Certificate) is executed as of Effective Date: by Certifying Party: a Entity Type: Corporation LLC Partnership Other organized under the laws of with principal office at , delivered to Recipient: whose address is .

RECITALS

WHEREAS, the Recipient has requested a written certificate from the Certifying Party confirming the Certifying Party's solvency status as of the Effective Date; and

WHEREAS, the board of directors or other governing body of the Certifying Party has authorized the execution and delivery of this Certificate by the undersigned officer or authorized representative; and

WHEREAS, the Certifying Party desires to provide the Recipient with a representation of solvency for the purposes set forth in the Recipient's request.

NOW, THEREFORE, in consideration of the Recipient's reliance and other good and valuable consideration, the Certifying Party hereby certifies and represents as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below:

"Effective Date" means the date set forth above in the opening paragraph. "Solvent" means, as of the Effective Date, that (a) the fair value of the Certifying Party's assets exceeds its liabilities, (b) the Certifying Party is able to pay its debts and obligations as they mature in the ordinary course of business, and (c) the Certifying Party has no present intention to incur debts beyond its ability to pay.

2. CERTIFICATION OF SOLVENCY

The Certifying Party hereby certifies, represents and warrants to the Recipient that, on the Effective Date:

(a) As of the Effective Date the Certifying Party is Solvent. The undersigned has reviewed the books and records and such internal financial statements and other documents as are necessary to form a good faith opinion of solvency.

(b) There are no known liabilities, obligations or claims, contingent or otherwise, that individually or in the aggregate would render the Certifying Party insolvent as defined herein, except as disclosed in Schedule A:

3. REPRESENTATIONS AND WARRANTIES

The Certifying Party further represents and warrants that:

(a) The information reviewed to make the certifications contained herein was prepared in good faith and in accordance with generally accepted accounting principles consistently applied, except as disclosed herein.

(b) There has been no material adverse change in the financial condition of the Certifying Party since the date of the most recent financial statements relied upon to make this Certification, other than as set forth in Schedule B:

4. RELIANCE; THIRD PARTIES

The Recipient may rely upon this Certificate as a representation of the Certifying Party's solvency as of the Effective Date for all lawful purposes. The Recipient's reliance shall be limited to the specific matters certified herein. The Certifying Party acknowledges that the Recipient may disclose this Certificate to its affiliates, counsel, accountants and other professional advisors solely for the Recipient's assessment of the Certifying Party's solvency.

5. COVENANTS

The Certifying Party covenants that it shall promptly notify the Recipient in writing if it becomes aware of any fact or circumstance that would cause any representation or warranty made herein to be untrue or misleading in any material respect prior to the next date on which a new certificate is delivered.

6. NOTICES

All notices shall be given in writing and shall be effective upon receipt when delivered by hand, by nationally recognized overnight courier or by certified mail, return receipt requested, to the addresses set forth above, or to such other address as a party may designate in writing.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving, to the maximum extent practicable, the intent of the parties.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver shall be effective unless in writing and signed by both parties. Failure or delay by either party to enforce any right or remedy under this Certificate shall not constitute a waiver of such right or remedy. This Certificate may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement.

10. CERTIFICATION OF AUTHORITY

The undersigned officer or authorized representative of the Certifying Party certifies that he or she is duly authorized to execute this Certificate on behalf of the Certifying Party, that this Certificate has been duly authorized by all necessary corporate or other action, and that the execution, delivery and performance of this Certificate do not violate any provision of the Certifying Party's organizational documents or any agreement or instrument binding upon the Certifying Party.

The Certifying Party also provides the following corporate identification information for verification purposes: Tax Identification Number: ; Date of Formation: .

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