Transfer of Assets Resolution

TRANSFER OF ASSETS RESOLUTION

The undersigned, being duly authorized officers and the Board of Directors (or equivalent governing body) of , a organized under the laws of , do hereby adopt the following resolutions at a meeting held on , at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Company owns certain assets described as:

WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders/members to transfer, convey, sell, assign or otherwise dispose of the specific assets described above to (the "Transferee") on the terms and for the consideration set forth herein; and

WHEREAS, the Board has reviewed and considered the terms, risks and benefits of the proposed transfer and has determined that the transfer is advisable and authorized under the Company's governing documents and applicable law.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

RESOLUTIONS

1. Authorization to Transfer Assets. The Company is authorized, directed and empowered to transfer, convey, assign, sell and deliver the assets described in the Recitals (collectively, the "Assets") to the Transferee on the terms and conditions set forth in this Resolution and any related transfer instruments. The Board expressly finds and determines that the proposed transfer of the Assets is fair to, and in the best interests of, the Company.

2. Consideration. The consideration for the transfer shall be: , and the total monetary component (if any) shall be . The Board finds that such consideration is fair and adequate under the circumstances.

3. Execution of Transfer Documents. The officers of the Company are authorized and directed to negotiate, finalize, execute and deliver, on behalf of the Company, such bills of sale, assignment and assumption agreements, deeds, certificates, consents, affidavits, and all other instruments and documents (collectively, the "Transfer Documents") as such officers deem necessary or appropriate to effectuate the transfer of the Assets on the terms approved by the Board. The execution of any Transfer Document by an authorized officer shall be conclusive evidence of the Board's approval of the final form and substance of such Transfer Document.

4. Determinations and Findings. The Board hereby ratifies all determinations made in connection with the valuation, allocation, and disposition of the Assets, including any determinations as to tax characterization, accounting treatment, and allocation of purchase price, and authorizes officers to make or finalize such determinations in consultation with the Company's advisors when appropriate.

5. Further Acts. Each officer of the Company is authorized to take such further actions and to execute and deliver such additional documents and certificates as such officer deems necessary, appropriate or desirable to carry out the purposes and intent of this Resolution, including filing any notices or filings required by law or by third parties in connection with the transfer.

6. Indemnification and Release. The Company shall indemnify and hold harmless the officers and directors acting in good faith in connection with the transfer from and against any claims, losses or liabilities incurred in connection with the performance of their duties hereunder, except in cases of gross negligence, willful misconduct or breach of fiduciary duty. The Transferee shall assume responsibility for the Assets from the effective date set forth below and shall release the Company from liabilities expressly allocated to the Transferee in the Transfer Documents.

7. Effective Date. This Resolution shall be effective as of , or such later date as specified in the Transfer Documents.

MEETING AND VOTE

At the meeting at which this Resolution was adopted, the following vote was recorded: For: ; Against: ; Abstentions:

Quorum present: Yes    Number of directors/members present:

NOTICES

MISCELLANEOUS

Governing Law. This Resolution and any Transfer Documents executed pursuant hereto shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law.

Entire Agreement. This Resolution, together with the Transfer Documents executed pursuant to it, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating thereto.

Severability. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Amendments and Waiver. This Resolution may be amended, modified or supplemented only by a written instrument signed by the parties to be bound thereby. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party waiving compliance.

Counterparts. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall have the same force and effect as originals.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors (or equivalent governing body) of the Company named above, at a meeting held in accordance with applicable law and the Company's governing documents, and that such resolution is in full force and effect as of the date hereof.

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