Director's certificate - [DESCRIBE FACILITY AGREEMENT] between [INSERT THE NAME

OF THE PARTIES AND THEIR RESPECTIVE ROLES] dated [DATE] (Facility Agreement)
[I am a director OR We are directors] of [NAME OF COMPANY] (Company). Words and
expressions defined in the Facility Agreement shall have the same meaning when used in this
certificate. [I OR We] certify that:

1. Attachments

Attached (and initialled by [me OR us] for the purposes of identification) are correct and
complete copies of the following documents, which documents [as at the time the
meetings referred to in 11.3 were held were and,] as at today's date are, in full force and
effect [and which have not been revoked, suspended or amended]:

1.1 the certificate of incorporation of the Company [and each certificate of incorporation on
change of name] (marked A);

1.2 the [memorandum and] articles of association of the Company (marked B);

1.3 the minutes of the meeting of the board of directors of the Company held on [DATE]
(marked C); [and]

1.4 each other authorisation, document, opinion or assurance which the Lender considers
necessary [or desirable] in connection with the entry into, and performance of, the
transactions contemplated by the [Transaction Documents OR Finance Documents] or
for the [Transaction Documents OR Finance Documents] to be valid and enforceable
(marked D)[; and]

1.5 [[ANY OTHER COPY DOCUMENT SPECIFIED IN [SCHEDULE 1] OF THE FACILITY

2. Meeting of directors

2.1 [The meeting of the board of directors referred to in 11.3 was duly convened and held, a
quorum of directors entitled to vote was present and acting throughout and the
resolutions set out in the minutes were duly passed, are in full force and effect and have
not been revoked, suspended or amended.

OR

The meeting of the board of directors referred to in 11.3 was duly convened and held, a
quorum of directors entitled to vote was present and acting throughout and the following

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resolutions were duly passed, are in full force and effect and have not been revoked,
suspended or amended:
(a) That the Company's entry into each [Transaction Document OR Finance
Document] and any ancillary or related documents to which the Company is
expressed to be a party and the transactions contemplated by them would
promote the success of the Company for the benefit of its members as a whole
because [INSERT DETAILS OF CORPORATE BENEFIT TO THE COMPANY
AND ITS MEMBERS].
(b) The terms of, and the transactions contemplated by, the [Transaction
Documents OR Finance Documents] and any ancillary or related documents:
(i) be and are approved; and
(ii) are in accordance with and do not contravene the Company's articles of
association or other constitutional documents or any law or other
obligation of the Company,
and that the Company execute or sign (as appropriate) the [Transaction
Documents OR Finance Documents] and any ancillary or related documents to
which the Company is expressed to be a party.

(c) That any [director OR two directors] be and [is OR are] authorised to sign the
[Facility Agreement] on behalf of the Company and in doing so to agree and
approve any amendments made to the Facility Agreement after the holding of
the meeting.
(d) That [any two directors OR any one director and the company secretary OR any
director in the presence of a witness who attests their signature] be and are
authorised to sign [the Debenture] as a deed on behalf of the Company and in
doing so to agree and approve any amendments made to [the Debenture] after
the holding of the meeting.
(e) That any director and, in the case of any document to be executed as a deed,
[any two directors OR any one director and the Company Secretary OR any
director in the presence of a witness who attests their signature] be and [is OR
are] authorised to sign the [Transaction Documents OR Finance Documents]
and any ancillary or related documents to the [Transaction Documents OR
Finance Documents] and in doing so to agree and approve any amendments
made to any such [Transaction Documents OR Finance Documents] and
ancillary or related documents after the holding of the meeting.
(f) That any [director OR two directors] be and [is OR are] authorised to sign and/or
dispatch or deliver all other documents, notices and certificates to be signed
and/or dispatched or delivered by the Company under or in connection with the
[Transaction Documents OR Finance Documents].]

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 (g) That each director and the company secretary be severally authorised to do any
act, matter or thing, and to execute, sign and deliver any document as they may
deem necessary or desirable to be done or executed in connection with the
financing to be provided to the Company or the [Transaction Documents OR
Finance Documents], and to approve any amendments (whether or not
material) or complete any details in relation to any [Transaction Document OR
Finance Document] or any document referred to in the board resolutions
(including additional parties), such approval being conclusively evidenced by the
execution or signature of the relevant document.

2.2 All provisions of section 177 of the Companies Act 2006 and the Company's articles of
association relating to the declaration of directors' interests and the powers of interested
directors to vote were duly observed at or before the meeting referred to in 11.3.

3. Borrowing limit [and solvency]

3.1 The execution or signature of each [Transaction Document OR Finance Document] and
any ancillary or related documents to which the Company is expressed to be a party, the
assumption of the obligations (whether actual or contingent) under such documents or
arrangements and borrowing the total [Commitment] would not mean any borrowing,
security or similar limit binding on the Company or the directors would be exceeded.

3.2 [The Company is able to pay all of its debts as and when they become due and payable
and there are no grounds for suspecting that it will not continue to be able to do so after
entering into the [Transaction Documents OR Finance Documents] (and after incurring
any liability which it proposes to incur at or around the time it enters into the [Transaction
Documents OR Finance Documents]).]

4. Directors

4.1 The following is a complete list of all persons who are directors or the company
secretary of the Company in accordance with the provisions of the articles of association
of the Company at the date of this certificate and who were directors or the company
secretary on the date of the meeting referred to in 11.3.

[LIST THE NAME OF EACH DIRECTOR OF THE COMPANY AS AT THE DATE OF

4.2 The persons listed below are authorised by the resolutions of the board at the meeting
referred to in 11.3 to execute or sign each [Transaction Document OR Finance
Document] and any ancillary or related documents (including any Drawdown Request)
and take all other action in connection with the [Transaction Documents OR Finance
Documents], and the signature appearing opposite each of their names is their true
signature:

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 [LIST EACH SIGNATORY'S NAME, POSITION/TITLE AND ALLOW SPACE FOR
THEIR SPECIMEN SIGNATURE]

5. Confirmation

You may assume that this certificate remains true and correct unless [I OR we] notify
you to the contrary in writing.

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Signed .....................................................
[DIRECTOR]
Name in full
(print).....................................................
Signed .....................................................
[DIRECTOR/COMPANY SECRETARY]
Name in full
(print).....................................................
Date ........................................................