Legal Certificate of Status

LEGAL CERTIFICATE OF STATUS

This Legal Certificate of Status (the "Certificate") is issued on this Day: of in the Year by Issuer Name: in the capacity of ("Issuer"), to Entity Name: , an entity formed as:

Entity Type (select all that apply): Corporation Limited Liability Company Partnership Limited Partnership Other:

formed under the laws of on .

RECITALS

WHEREAS, Issuer maintains official records and is authorized to issue certificates concerning the existence and status of entities formed or qualified under the laws of the jurisdiction identified above;

WHEREAS, Entity has requested a Certificate stating Entity's existence and good standing as of the Effective Date set forth below for the specific purpose set forth in this Certificate;

WHEREAS, Issuer has examined its records relevant to Entity and is prepared to certify the matters set forth in this Certificate on the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, Issuer and Entity hereby agree as follows:

1. CERTIFICATION OF STATUS

1.1 Issuer hereby certifies that, based upon the records maintained by Issuer as of the Effective Date:

(a) Entity legally exists and continues to be duly organized, validly existing and in good standing under the laws of ;

(b) Entity has delivered all required periodic reports and has paid all fees and taxes due to Issuer as reflected in Issuer's records through the Effective Date, subject to any matters expressly listed in Section 1.2 below;

Effective Date: .

1.2 Exceptions and Qualifications: The certification in Section 1.1 does not extend to (i) matters not recorded in Issuer's official records as of the Effective Date, (ii) liens, judgments or other encumbrances recorded in jurisdictions other than the jurisdiction of formation, or (iii) matters expressly identified below:

2. SCOPE, PURPOSE AND LIMITATIONS

2.1 Purpose. This Certificate is issued solely for the following stated purpose:

2.2 Limitations. This Certificate is limited to matters of record in Issuer's official files and does not operate as a determination of compliance with laws, or of the validity or enforceability of any agreement, instrument or obligation of Entity. Issuer makes no representation as to facts that are not reflected in Issuer's records.

3. RELIANCE AND THIRD-PARTY USE

3.1 Authorized Reliance. Third parties may rely upon this Certificate to the extent expressly stated herein. Issuer shall not be liable to any third party for reliance beyond the scope of this Certificate or for facts not reflected in Issuer's official records.

3.2 Indemnity Covenant. Entity agrees to indemnify, defend and hold harmless Issuer and its officers, employees and agents from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or related to issuance of this Certificate, except to the extent resulting from Issuer's gross negligence or willful misconduct.

4. REPRESENTATIONS

Entity represents and warrants that the information provided to Issuer for the purpose of obtaining this Certificate is true, complete and accurate in all material respects as of the Effective Date, and that no material facts have been omitted which would render the statements in this Certificate misleading.

5. NOTICES

Notices to Issuer:

Notices to Entity:

6. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Certificate must be in writing and signed by both Issuer and Entity. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

This Certificate constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. ADDITIONAL INFORMATION

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