Common use of Certificate of Incumbency and Authority Clause in Contracts

Certificate of Incumbency and Authority. With reference to the Loan Agreement between us, dated June 28,2005 (the “Loan Agreement”) I, the undersigned [Chairman/Director] of Cosan S.A.—Indústria e Comércio, (the “Borrower”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. With reference to the Loan Agreement between us, dated June 28,2005 ________, ___ (the “Loan Agreement”) ), I, the undersigned [Chairman/Director] of Cosan S.A.—Indústria e Comércio[Name of Co-Borrowers], (the “BorrowerCo-Borrowers”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. With reference to the Loan Agreement between us, dated June 28,2005 ________, ___ (the “Loan Agreement”) ), I, the undersigned [Chairman/DirectorOFFICER’S TITLE] of Cosan S.A.—Indústria e Comércio, [INSERT NAME OF APPLICABLE ONSHORE BORROWER] (the “Onshore Borrower”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. With reference to the Loan Agreement between us, dated June 28,2005 [ ] 2003 (the “Loan Agreement”) ), I, the undersigned [Chairman/Director] of Cosan S.A.—Indústria e Comércio[Name of Borrower], (the “Borrower”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] each of whom areis, and will continue to be, authorized: