Manager Certificate Template

MANAGER CERTIFICATE

Company Name:   State of Formation:

Manager:   Title:

RECITALS

WHEREAS, the Company is a limited liability company duly formed and validly existing under the laws of the jurisdiction identified above and is in good standing in its jurisdiction of formation; and

WHEREAS, the managers of the Company duly held a meeting or executed a written consent on the date: , , at which a resolution was duly adopted authorizing the execution of the transaction described herein.

WHEREAS, the manager executing this Certificate is authorized by the operating agreement, articles of organization, or by resolution of the managers to certify corporate matters, to execute documents on behalf of the Company, and to bind the Company with respect to the matters certified below.

CERTIFICATION OF RESOLUTIONS AND AUTHORITY

I, the undersigned Manager, hereby certify that the following resolutions were duly adopted by the managers of the Company and remain in full force and effect on the date hereof:

1. That the Company is authorized to enter into, execute and deliver a certain agreement with the counterparty described below, on substantially the terms set forth herein and as determined by the Manager.

2. That the Manager named above has the authority to execute such agreement, to incur obligations on behalf of the Company, and to designate signatories as necessary to effectuate the agreement.

AGREEMENT SUMMARY (MANAGER'S AUTHORIZED TERMS)

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement: ,

Term Expiration: ,

CONFIDENTIALITY

The parties acknowledge that in connection with the performance of the agreement summarized herein they may receive Confidential Information. "Confidential Information" means non-public information disclosed in any form that the disclosing party designates as confidential or which, by its nature, a reasonable person would understand to be confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under the agreement; (b) restrict disclosure to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) not disclose Confidential Information to any third party except as required by law, regulation, or valid court order, provided that, to the extent permitted, the receiving party provides prompt notice and assists in seeking protective measures.

GOVERNING LAW

This Certificate and the underlying agreement summarized hereby shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Certificate reflects the determinations and authorizations of the Company's managers with respect to the matters certified herein. To the extent this Certificate summarizes material terms of any separate agreement between the Company and the counterparty, such summary is for reference only and the actual agreement, when executed by the parties, shall constitute the entire agreement governing the parties' rights and obligations, subject to the representations and authorizations contained in this Certificate.

MANAGER'S CERTIFICATION

I hereby certify, in my capacity as Manager of the Company named above, that the foregoing statements are true, correct and complete; that the resolutions referenced herein were duly adopted, are in force and effect, and have not been amended or revoked; and that the persons signing the agreement summarized by this Certificate are duly authorized to execute and deliver such agreement on behalf of the parties.

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