Legal Establishment Status

LEGAL ESTABLISHMENT STATUS

This Legal Establishment Status Certification (the "Certification") is made as of by Entity Name: , a legal entity of entity_type: Corporation LLC Partnership Other formed under the laws of Jurisdiction: , with Formation Date: , Registration/Entity ID: , Principal Office: .

Recipient/Requesting Party: , Address: .

RECITALS

WHEREAS, the Entity has been duly formed and exists as represented above and maintains records at the principal office stated herein; and

WHEREAS, the Recipient has requested a written certification of the Entity's legal existence, formation particulars, good standing, and authority to transact business for the limited purposes described below; and

WHEREAS, the Entity is willing to provide such certification subject to the terms and limitations contained in this Certification.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CERTIFICATION

1.1 The Entity hereby certifies, to the best of its knowledge after reasonable inquiry, that as of the date of this Certification: (a) the Entity is validly existing under the laws of the jurisdiction of formation; (b) the Entity is in good standing or its functional equivalent in that jurisdiction; (c) there are no current proceedings for its dissolution, liquidation, winding up or the appointment of a receiver affecting the Entity; and (d) the individual signing below on behalf of the Entity is authorized to execute this Certification and to bind the Entity with respect to the matters certified herein.

1.2 The Entity further certifies that it holds Federal Tax Identification Number (EIN): and that there are no outstanding orders, judgments or liens that, to the Entity's knowledge, would impair its authority to perform or enter into the transaction for which this Certification is requested, subject to any exceptions expressly disclosed in writing in Attachment A.

2. REPRESENTATIONS AND WARRANTIES

2.1 The Entity represents and warrants that the statements contained in this Certification are true and correct as of the date hereof. The Entity further represents that it has taken reasonable steps to verify the accuracy of the information provided and that no material fact has been omitted that would render any statement misleading.

2.2 The Recipient acknowledges that the Certification relates only to the matters expressly set forth herein and that the Recipient has not relied upon any other representation, statement or document except as expressly provided by the Entity in writing contemporaneous with this Certification.

3. RELIANCE; INDEMNITY

3.1 The Recipient may rely upon the statements expressly contained in this Certification for the specific transaction or regulatory purpose stated by Recipient at the time of request. Any such reliance shall be limited to the use described in Recipient's written request.

3.2 The Recipient agrees to indemnify, defend and hold harmless the Entity and its officers, directors and agents from and against any losses, liabilities, claims, damages and costs (including reasonable attorneys' fees) arising solely from Recipient's use of the Certification for purposes other than those disclosed to the Entity at the time of request or from Recipient's negligent or willful misuse of the Certification.

4. NOTICES

4.1 All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice to the other party in accordance with this Section.

5. FURTHER ASSURANCES

Each party agrees to execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Certification.

6. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of laws principles.

7. ENTIRE AGREEMENT; SEVERABILITY

7.1 This Certification 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.

7.2 If any provision of this Certification is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed to the extent necessary and the remaining provisions shall continue in full force and effect.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 No amendment or waiver of any provision of this Certification will be effective unless in writing and signed by both parties.

8.2 The waiver by either party of any breach or default under this Certification shall not constitute a waiver of any other breach or default.

8.3 This Certification may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A facsimile or electronic copy of a signature shall be deemed an original signature for all purposes.

9. AUTHORIZED REPRESENTATIVE

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