Legal Transaction Certificate

LEGAL TRANSACTION CERTIFICATE

This Legal Transaction Certificate (the Certificate) is made and delivered as of Effective Date: by and between Certifying Party Name: , an entity formed under the laws of with principal place of business at (hereinafter "Certifying Party"), and Counterparty Name: , an entity formed under the laws of with principal place of business at (hereinafter "Counterparty").

RECITALS

WHEREAS, Certifying Party and Counterparty have entered into a transaction described as: (the Transaction) on or about Transaction Date: ;

WHEREAS, the parties desire to set forth in this Certificate certain factual matters, representations, warranties and certifications with respect to the Transaction and the documents and instruments executed in connection therewith;

WHEREAS, this Certificate is delivered in order to permit reliance by the parties and by third parties authorized by the parties to rely upon the facts and certifications herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

1. CERTIFICATE IDENTIFIERS

1.1 Certificate Number: . Consideration paid or to be paid in connection with the Transaction: $ .

2. CERTIFICATION

2.1 Certifying Party hereby certifies that, to its knowledge after due inquiry, the Transaction has been duly authorized, executed and delivered by all parties thereto and constitutes the valid and binding obligation of each party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally.

2.2 Certifying Party further certifies that all conditions precedent to its obligations under the Transaction, including all approvals, consents and filings required under applicable law, have been satisfied or waived as of the Effective Date of this Certificate, unless expressly stated in Section 4 below.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has full corporate or other power and authority to execute, deliver and perform its obligations under the Transaction documents, and that the execution, delivery and performance of such documents do not violate any material agreement or law to which it is subject.

3.2 Each party represents and warrants that no litigation, governmental investigation or proceeding is pending or, to such party's knowledge, threatened that would reasonably be expected to materially impair the enforceability of the Transaction or the rights or remedies of the other party.

4. EXCEPTIONS AND CONDITIONS

4.1 The certifications and representations in this Certificate are subject to the specific exceptions or qualifications set forth below. If no exceptions are listed, the representations and warranties are made without qualification.

5. RELIANCE; LIMITATIONS

5.1 This Certificate may be relied upon by the parties hereto and by any third party expressly authorized in writing by the parties. Any such authorized recipient may rely on the truthfulness and completeness of the representations and certifications set forth herein, provided that such reliance is reasonable under the circumstances.

5.2 This Certificate does not amend, modify or supersede the Transaction documents except as expressly set forth in a written amendment executed by the parties. No oral statements or other documents shall vary or affect the terms of this Certificate.

6. INDEMNIFICATION

6.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising from a material breach of any representation, warranty or certification contained in this Certificate, except to the extent such losses result from the indemnified party's own breach or negligence.

7. NOTICES

7.1 All notices or communications required or permitted under this Certificate shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or other delivery method providing written evidence of receipt, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 No amendment, waiver or modification of any provision of this Certificate shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of such provision or of the right to enforce such provision thereafter.

8.2 This Certificate may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures delivered by electronic means or facsimile shall be effective for all purposes.

9. GOVERNING LAW

9.1 This Certificate shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

10.2 If any provision of this Certificate is determined 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 thereby.

11. AUTHORITY

11.1 Each person signing this Certificate on behalf of a party represents and warrants that such person is duly authorized to execute and deliver this Certificate on behalf of such party and that this Certificate is binding upon such party in accordance with its terms.

12. ACKNOWLEDGMENT OF RECEIPT

The parties acknowledge receipt of a fully executed copy of this Certificate and agree that a copy, including an electronic copy or a facsimile, shall be treated as an original for all purposes.

SUPPLEMENTAL INFORMATION

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