Commitment Power of Attorney

COMMITMENT POWER OF ATTORNEY

This Commitment Power of Attorney is made effective as of by Principal Name: with principal address: (the "Principal") in favor of Attorney-in-Fact: with address: (the "Attorney-in-Fact").

RECITALS

WHEREAS, the Principal is authorized and intends to enter into commitments, contracts, instruments, guarantees, and other undertakings that may require execution, delivery, amendment, or performance by an authorized representative; and

WHEREAS, the Principal desires to appoint the Attorney-in-Fact to act on behalf of the Principal with respect to such commitments and related matters, subject to the terms and limitations set forth in this instrument; and

WHEREAS, the Attorney-in-Fact is willing to accept such appointment and to act in that capacity in accordance with the terms of this Power of Attorney.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT AND GENERAL GRANT OF AUTHORITY

The Principal hereby appoints the Attorney-in-Fact as the Principal's true and lawful attorney-in-fact, granting the Attorney-in-Fact full authority to act for and on behalf of the Principal to make, enter into, execute, deliver, amend, negotiate, settle, and terminate commitments, agreements, contracts, guarantees, indemnities, security agreements, and related instruments (collectively, "Commitment Documents") pertaining to the matters described in Section 2. The Attorney-in-Fact's authority includes, without limitation, the powers specified in Section 1.1 below.

1.1 Specific powers granted to the Attorney-in-Fact include the power to:

1. Execute and deliver Commitment Documents that bind the Principal to obligations, payment terms, collateral arrangements, guaranties, or performance obligations;
2. Negotiate, modify, waive, or settle the terms of any Commitment Document, including amounts, rates, covenants, and deadlines, subject to any monetary or substantive limits set forth in Section 2;
3. Grant, release, or subordinate security interests, liens, or encumbrances to the extent necessary to effectuate a Commitment Document;
4. Sign, acknowledge, swear to, and deliver all instruments and take such actions as are reasonably necessary or incidental to carry out the powers granted herein; and
5. Appoint one or more subagents and delegate duties and authority to such subagents, provided that such appointment is in writing and the Attorney-in-Fact remains liable for the acts of its subagents in accordance with applicable law.

2. SCOPE, LIMITATIONS AND MONETARY LIMIT

The authority granted to the Attorney-in-Fact under this Power of Attorney is limited to commitments that relate to the following subject matter or business purpose:

The Attorney-in-Fact shall not bind the Principal to any single monetary obligation or aggregate obligations exceeding unless the Principal has provided prior written authorization signed by the Principal stating an increased limit.

The Attorney-in-Fact shall not exercise any authority under this instrument for purposes that would violate applicable law, result in fraud, or cause the Principal to commit an act outside the Principal’s corporate or legal powers.

3. EFFECTIVE DATE; DURATION; REVOCATION

This Power of Attorney is effective on the date set forth above and shall remain in effect until the earliest of: (a) revocation by the Principal in writing and delivered in accordance with Section 8; (b) the occurrence of the termination date of ; or (c) the death, incapacity, or dissolution of the Principal, unless otherwise provided by law.

The Principal elects that this Power of Attorney is: Irrevocable Revocable (check one). If neither box is checked, the Power of Attorney is revocable by the Principal upon written notice delivered in accordance with Section 8.

4. RELIANCE; THIRD PARTIES

Third parties may rely upon any instrument or communication executed or delivered by the Attorney-in-Fact under this Power of Attorney. The Principal agrees to indemnify and hold harmless any such third party that acts in reliance upon a document or signature reasonably believed to be genuine and executed by the Attorney-in-Fact pursuant to this Power of Attorney.

5. RATIFICATION; BINDING EFFECT

The Principal hereby ratifies and confirms all acts lawfully done by the Attorney-in-Fact pursuant to the authority granted herein. All acts performed by the Attorney-in-Fact within the scope of this Power of Attorney shall bind the Principal.

6. REPRESENTATIONS AND WARRANTIES

The Principal represents and warrants that: (a) the Principal is legally competent and has full corporate or legal authority to execute this instrument; (b) execution of this Power of Attorney will not violate any material agreement or law to which the Principal is subject; and (c) no insolvency, bankruptcy, or similar proceeding is pending or, to the Principal's knowledge, threatened against the Principal.

7. INDEMNIFICATION AND EXPENSES

The Principal shall indemnify, defend and hold harmless the Attorney-in-Fact from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to actions taken by the Attorney-in-Fact in good faith reliance on this Power of Attorney, provided that such indemnity shall not apply to liability resulting from the Attorney-in-Fact's gross negligence, willful misconduct, or material breach of this instrument.

8. NOTICES

Any notice required or permitted hereunder shall be effective upon delivery in person, on the date shown on the delivery receipt if delivered by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, certified or registered, postage prepaid, to the addresses stated above or to such other addresses as either party may designate in writing.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Power of Attorney may be amended or modified only by a written instrument executed by the Principal and delivered in accordance with Section 8. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercise of such right or the exercise of any other right.

This instrument 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 electronically transmitted signatures shall be deemed original signatures for all purposes.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Power of Attorney shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

If any provision of this Power of Attorney is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Power of Attorney constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11. ACCEPTANCE BY ATTORNEY-IN-FACT

The Attorney-in-Fact acknowledges receipt of a copy of this Power of Attorney and accepts the appointment and the duties and authority conferred herein, agreeing to act in good faith and in the Principal's best interests when exercising such authority.

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