Legal Company Certificate

LEGAL COMPANY CERTIFICATE

This Legal Company Certificate (the Certificate) is executed as of Effective Date: by Company Name: , an entity organized as Corporation LLC Partnership Other, under the laws of State of Formation: , with principal office at . Certificate Issued To: .

RECITALS

WHEREAS, the Company was duly formed and organized pursuant to the laws of the State of Formation on Formation Date: and is authorized to transact business in accordance with its organizational documents and applicable law;

WHEREAS, the Company is registered under Registration/File Number: and, to the best of the Company's knowledge, is in good standing in its state of formation as of the Effective Date set forth above, subject to any exceptions set forth in Section 2;

WHEREAS, the board of directors or managers of the Company (the Board) adopted a resolution authorizing the execution and delivery of this Certificate on Board Resolution Date: .

NOW, THEREFORE, in reliance upon the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby certifies the following:

1. CERTIFICATION OF FORMATION AND EXISTENCE

The Company hereby certifies that it is duly formed, validly existing and in good standing under the laws of the State of Formation named above, and that its organizational documents remain in full force and effect except as otherwise disclosed in writing by the Company. The records of the Company and the public files of the applicable authorities reflect the Formation Date and Registration/ File Number set forth above, and the Company has the corporate or organizational power and authority to carry on its business as presently conducted.

2. GOOD STANDING; EXCEPTIONS

The Company certifies that, to the best of its knowledge after due inquiry, it is in good standing in its state of formation and has filed all requisite annual reports, franchise tax returns and other filings required to be filed with governmental authorities, except for the matters, if any, described below.

3. AUTHORITY AND BINDING NATURE

The person executing this Certificate on behalf of the Company represents and warrants that such person is duly authorized by all necessary corporate or organizational action to execute and deliver this Certificate and to bind the Company. This Certificate constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.

4. INCUMBENCY OF OFFICERS

The persons listed below are the duly elected or appointed officers of the Company and currently hold the offices indicated opposite their names. The signatures appearing on this Certificate are genuine and the signatories hold the offices set forth opposite their names.

5. CORPORATE ACTIONS AND RESOLUTIONS

The Board duly adopted resolutions authorizing the Company to execute and deliver this Certificate and to perform its obligations hereunder. Such resolutions remain in full force and effect and have not been modified, rescinded or revoked as of the Effective Date except as set forth in writing to the Recipient.

6. RELIANCE

The Recipient named above may rely upon this Certificate as continuing evidence of the matters certified herein until the earlier of (a) receipt by the Recipient of a written notice of change signed by an authorized officer of the Company, or (b) the date specified in a subsequent certification delivered to the Recipient. The Company acknowledges that the Recipient may rely on this Certificate in connection with transactions and legal matters.

7. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Recipient that, as of the Effective Date, the statements made in this Certificate are true and correct in all material respects, and that there are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company that would materially affect the representations contained herein.

8. NOTICES

All notices required or permitted under this Certificate shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested. Notice is effective upon receipt.

9. GOVERNING LAW; VENUE

This Certificate shall be governed by and construed in accordance with the laws of the Governing Law State: without regard to conflict of laws principles. Any disputes arising under or related to this Certificate shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

10. MISCELLANEOUS

Entire Agreement: This Certificate constitutes the entire agreement between the Company and the Recipient with respect to the matters set forth herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such matters.

Severability: If any provision of this Certificate is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Amendment; Waiver: This Certificate may be amended only by a written instrument signed by both the Company and the Recipient. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party granting the waiver.

Counterparts: 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 instrument. Facsimile or electronically transmitted signatures shall be binding as originals.

CERTIFICATION

The undersigned officer of the Company certifies under penalty of perjury under the laws of the governing jurisdiction that the statements contained in this Certificate are true, correct and complete as of the Effective Date. The Company acknowledges that the Recipient may rely on this Certificate in connection with legal, financial or commercial matters.

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