Counterparty Resolutions Agreement

COUNTERPARTY RESOLUTIONS AGREEMENT

This Counterparty Resolutions Agreement (the "Agreement") is made as of by and between Party A: with principal address , and Party B: with principal address .

Recitals

WHEREAS, each Party has determined that it is necessary and desirable to adopt certain corporate (or equivalent) resolutions approving the transactions and actions described in this Agreement and any ancillary documents (the "Transactions");

WHEREAS, Party A and Party B desire to set forth and confirm the resolutions adopted by their respective governing bodies, to certify that such resolutions are in full force and effect, and to authorize specified officers to execute and deliver documents and take actions necessary or desirable to consummate the Transactions;

WHEREAS, the Parties intend that the representations, authorizations and covenants contained herein shall be relied upon by each counterparty and by third parties in connection with the Transactions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 Defined Terms. In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Effective Date" means the date first written above.

"Ancillary Documents" means any agreement, certificate, instrument or other document executed or delivered in connection with the Transactions.

2. Resolutions; Certification

2.1 Adoption of Resolutions. Each Party represents and warrants that the governing body of such Party has duly considered and adopted resolutions authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the Ancillary Documents (the "Resolutions"). The Resolutions shall be effective as of .

2.2 Certification. Each Party shall, upon request, provide to the other Party a certified copy of the Resolutions, certified by the Secretary or Chief Administrative Officer of the certifying Party, together with evidence of incumbency for any officer executing documents on behalf of such Party.

3. Authorization and Execution

3.1 Authority. Each Party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full corporate or equivalent power and authority to execute, deliver and perform this Agreement and the Ancillary Documents; and (c) this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

3.2 Officer Authorization. Each Party hereby authorizes the officer identified below to take all actions and to execute, deliver and perform all documents on behalf of such Party as are necessary or desirable to give effect to the Resolutions and to consummate the Transactions.

4. Representations and Warranties

4.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) the execution, delivery and performance of this Agreement and the Ancillary Documents will not violate its organizational documents or any contract, law, order, decree or judgment binding on it; (b) there are no proceedings pending or, to its knowledge, threatened against it that would reasonably be expected to materially impede performance under this Agreement; and (c) no consent, approval or authorization of any governmental authority is required for the performance of its obligations hereunder except those already obtained and disclosed to the other Party.

4.2 No Conflict. Each Party further represents that, to the best of its knowledge, the Resolutions do not conflict with or constitute a default under any material agreement of such Party or applicable law.

5. Covenants

5.1 Further Assurances. Each Party covenants that it will execute and deliver such further instruments and take such further actions as may reasonably be necessary to carry out and effectuate the purpose and intent of this Agreement and the Resolutions.

5.2 Preservation of Authority. Each Party shall preserve and enforce the Resolutions and shall not rescind or amend the Resolutions in any manner that would impair the rights of the other Party under this Agreement without the prior written consent of the other Party.

6. Conditions to Effectiveness

6.1 Conditions. The obligations of each Party under this Agreement are subject to the receipt, prior to or at the Effective Date, of: (a) a certified copy of the Resolutions of the other Party and incumbency certificates for the officers listed to execute documents; and (b) such other documents reasonably requested by either Party to evidence authority to enter into and perform this Agreement.

7. Indemnification

7.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) to the extent arising out of any breach of the representations, warranties or covenants made by the indemnifying Party in this Agreement.

8. Notices

8.1 Method. All notices, consents and other communications hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses set forth below or to such other address as a Party may specify by notice hereunder.

9. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in such State for resolution of any disputes arising out of or relating to this Agreement.

10. Miscellaneous

10.1 Entire Agreement. This Agreement, together with the Resolutions and any Ancillary Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings between the Parties.

10.2 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. The waiver by any Party of a breach of any provision shall not operate or be construed as a waiver of any other or subsequent breach.

10.3 Severability. If any provision of this Agreement 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 thereby.

10.4 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic transmission of a signature page (including by PDF or other electronic format) shall be effective to bind the executing Party.

10.5 Remedies. The Parties acknowledge that a breach of this Agreement may cause irreparable injury to the non-breaching Party for which monetary damages would be insufficient, and the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedy available at law or in equity.

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