Legal Certificate of Representation

LEGAL CERTIFICATE OF REPRESENTATION

This Legal Certificate of Representation (the Certificate) is made as of by and between Certifying Party Name: whose principal place of business or registered office is , and Recipient Party Name: whose address for receipt of notices is .

RECITALS

WHEREAS, Certifying Party represents that it possesses all requisite corporate, partnership or member authority, power and capacity to appoint and delegate representation for the matters described herein and to execute this Certificate on behalf of the entity identified above; and

WHEREAS, Recipient Party requires a written certificate confirming the authority of the Certifying Party to act on behalf of certain parties or interests in connection with the matters set forth below; and

WHEREAS, the parties desire to set forth the scope, duration and conditions under which third parties may rely upon Certifying Party's representations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. CERTIFICATION OF AUTHORITY

1.1 Certifying Party hereby certifies, warrants and represents to Recipient Party and any third party acting in reliance on this Certificate that: (a) Certifying Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, ; (b) the execution, delivery and performance of this Certificate have been duly authorized by all necessary action; (c) the signatory signing below on behalf of Certifying Party is authorized to execute this Certificate and to bind the entity for the limited purposes set forth herein.

1.2 Attached is a true and correct description of the authorizing instrument or corporate action (for example, corporate resolution, partnership vote, or operating agreement extract). Attachment description:

2. SCOPE OF REPRESENTATION

2.1 Certifying Party's authority under this Certificate is limited to the following matters and categories (select applicable categories and describe any limitations):

Litigation Administrative proceedings Transactions and closings Regulatory filings and communications Other (describe below)

3. EFFECTIVE DATE; DURATION; REVOCATION

3.1 This Certificate is effective as of the date first written above and, unless earlier revoked or terminated in accordance with this section, shall continue in effect until .

3.2 Revocation or amendment of this Certificate shall be effective only upon receipt by Recipient Party of written notice signed by an authorized representative of Certifying Party. No revocation, amendment or termination shall impair the rights of any third party who, prior to receipt of such notice, has reasonably relied upon this Certificate.

4. RELIANCE; THIRD-PARTY BENEFICIARIES

4.1 Recipient Party and any third party may rely upon the representations contained in this Certificate without further inquiry, subject to the limitations and scope set forth herein. Certifying Party consents to such reliance and acknowledges that this Certificate may be disclosed to third parties that have a reasonable need to rely on the authority certified herein.

4.2 Certifying Party agrees to indemnify and hold harmless Recipient Party and any third party in reasonable reliance from and against any losses, liabilities, claims or expenses arising from a material breach of the representations and warranties made in this Certificate, except to the extent such losses result from the gross negligence or willful misconduct of Recipient Party or such third party.

5. REPRESENTATIONS AND WARRANTIES

Certifying Party represents and warrants that: (a) the facts set forth in this Certificate are true, correct and complete in all material respects as of the Effective Date; (b) there are no pending or threatened actions, orders or proceedings that would reasonably be expected to affect the authority represented herein other than those disclosed as follows:

6. NOTICES

6.1 All notices required or permitted under this Certificate shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or email to the addresses set forth below. Notice information for Certifying Party:

Notice information for Recipient Party:

7. AMENDMENTS; WAIVER; COUNTERPARTS

7.1 This Certificate may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof unless set forth in a written instrument signed by the waiving party.

7.2 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. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. Governing law jurisdiction:

8.2 This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings, agreements or communications relating thereto.

8.3 If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

MISCELLANEOUS

9.1 The parties agree that any party acting in reliance on this Certificate may request further evidence of authority, including copies of resolutions or other authorizing documents. Certifying Party agrees to furnish such evidence upon reasonable request within a commercially reasonable time.

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