Resolution to File Chapter 11 Reorganization

WHEREAS, the Corporation is insolvent and unable to pay its debts when due, and WHEREAS, the Corporation and its creditors would best be served by reorganization of the Corporation under Chapter 11 of the Bankruptcy Code, be it:

RESOLVED, that the Corporation file as soon as practicable for reorganization pursuant to Chapter 11 of the Bankruptcy Code.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _______________________________ of _______________________________.

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Secretary