Tax Exempt Bond Document

TAX EXEMPT BOND CERTIFICATE AND REPRESENTATION

Bond Identification

Issuer Name:

Series/Designation:    Issue Date:

Aggregate Principal Amount: $    Stated Maturity Date:

Issuer and Borrower Information

Taxpayer Identification

Contact Phone:    Contact Email:

Individual / Sole Proprietor    C Corporation    S Corporation

Partnership    Trust / Estate    LLC    Other

Taxpayer Identification Number (TIN)

Provide EITHER Social Security Number (SSN) OR Employer Identification Number (EIN).

Use of Proceeds

Representations and Covenants of Taxpayer

The taxpayer hereby makes the following representations, certifications and covenants with respect to the Bonds identified above. Each numbered statement is a material representation to the Issuer and the counsel to the Issuer.

1. Private Business Use and Payments. The taxpayer represents that, to the best of its knowledge, private business use of bond-financed property and private payments relating to such property will not, in the aggregate, exceed amounts that would cause the Bonds to be private activity bonds under the Internal Revenue Code. The taxpayer certifies that it will not take any action or permit any third party to take any action that would cause the Bonds to be federally taxable as private activity bonds.

2. Yield Restriction and Use of Proceeds. The taxpayer covenants that the gross proceeds of the Bonds will be expended and invested in a manner consistent with applicable yield restriction rules and the Code. The taxpayer will not knowingly invest proceeds at a yield materially above the yield on the Bonds in a manner that would result in the loss of tax-exempt status.

3. Temporary Periods and Expenditures. The taxpayer acknowledges and will comply with the temporary period rules governing expenditure of proceeds, including reasonable expectations for spending and use consistent with rebate and expenditure exceptions to avoid arbitrage rebate liability where claimed.

4. Rebate and Recordkeeping. The taxpayer agrees to cooperate in the calculation of arbitrage rebate and to maintain and provide records required to support compliance, including receipts, invoices, contracts and investment records for the life of the Bonds or for any required retention period under the Code. The taxpayer understands that the Issuer may require supplemental information to determine rebate liability.

5. Private Loans, Management Contracts, Leases and Research. The taxpayer certifies that no arrangement exists or will be entered into that would constitute an impermissible private loan, management contract, lease, or research agreement that jeopardizes the tax-exempt status of the Bonds, unless such arrangement is structured and reported in compliance with applicable rules.

6. Remedies and Indemnification. The taxpayer agrees to indemnify and hold harmless the Issuer from any taxes, interest, penalties, or other amounts assessed against the Issuer due to taxpayer actions that result in the interest on the Bonds being includable in gross income for federal tax purposes, including reasonable costs of counsel and expenses incurred in defense or settlement.

Certification and Acknowledgement

Under penalties of perjury, I certify that the information contained in this Certificate is true, correct, and complete to the best of my knowledge and belief, and that I am authorized to execute this Certificate on behalf of the taxpayer identified above. I further certify that the taxpayer will perform the covenants set forth herein and will promptly notify the Issuer if any of the representations become inaccurate or if any fact or circumstance arises that could affect the tax-exempt status of the Bonds.

This Certificate is given to induce the Issuer to treat the Bonds as obligations the interest on which is excluded from gross income for federal tax purposes. The taxpayer acknowledges that the Issuer will rely on the representations contained herein in issuing the Bonds.

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