Legal Authority Certificate

LEGAL AUTHORITY CERTIFICATE

This Legal Authority Certificate (the "Certificate") is executed as of the day of , by and between Certifying Party Name: , an entity (select one or more): Corporation LLC Partnership organized under the laws of , with principal address at ; and Recipient Party Name: , an entity (select): Corporation LLC Partnership organized under the laws of , with principal address at .

RECITALS

WHEREAS, the Certifying Party possesses corporate or organizational powers and governance procedures that permit the delegation and exercise of authority by officers or agents to execute and deliver agreements, certificates, instruments and other documents on behalf of the Certifying Party; and

WHEREAS, the Receiving Party requires formal certification of the identity and authority of the person or persons executing specified documents on behalf of the Certifying Party in order to rely on such documents in connection with transactions between the parties or third parties; and

WHEREAS, the parties desire to set forth, in a single instrument, the certificate of authority, representations and terms under which the Receiving Party may rely on the authority certified herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. CERTIFICATION OF AUTHORITY

The Certifying Party hereby certifies that the individual identified below is a duly appointed officer or authorized agent of the Certifying Party and, by resolution of its governing body or by authority otherwise vested, has the full power and authority to execute, deliver and perform the document(s) identified in Section 2 on behalf of the Certifying Party and to bind the Certifying Party thereby.

2. DOCUMENTS COVERED

The certification provided herein applies to the following classes of documents, whether executed contemporaneously with this Certificate or at a later date, and whether original, counterpart, electronic or facsimile:

3. REPRESENTATIONS AND WARRANTIES

The Certifying Party represents and warrants to the Receiving Party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or organizational power to enter into and perform this Certificate; (b) the individual identified above holds the office and possesses the authority set forth above as of the date of this Certificate; and (c) the execution, delivery and performance of the documents covered by this Certificate will not violate the Certifying Party's organizational documents, applicable law or any material agreement to which the Certifying Party is a party.

4. SCOPE AND LIMITATIONS OF AUTHORITY

The authority certified hereby is limited to the actions expressly described in this Certificate and any attachments, and does not grant authority to amend the organizational documents of the Certifying Party, incur indebtedness in excess of amounts set by the governing body, or take any action that would materially alter the rights of shareholders or members without further express written authorization.

5. RELIANCE; EFFECTIVE PERIOD

The Receiving Party and any third party may rely upon this Certificate until the earlier of (a) receipt by the Receiving Party of a written revocation signed by an authorized officer of the Certifying Party, or (b) the date specified below as the expiration of authority. The Certifying Party acknowledges that the Receiving Party may, in its discretion, accept facsimile or electronic copies of signatures and this Certificate.

6. INDEMNIFICATION

The Certifying Party agrees to indemnify and hold harmless the Receiving Party and its agents, successors and assigns from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) incurred as a result of any misrepresentation, breach of warranty, or unauthorized exercise of authority by the Certifying Party or any person purporting to act under the authority certified herein.

7. NOTICES

Any notice required or permitted under this Certificate shall be given in writing and delivered to the addresses set forth below for each party.

8. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules.

9. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the matters set forth herein and supersedes all prior and contemporaneous oral and written agreements and understandings. If any provision of this Certificate is held invalid or unenforceable, the remainder of this Certificate shall remain in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. This Certificate 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.

11. ADDITIONAL ACKNOWLEDGMENTS

The Certifying Party further acknowledges that the Receiving Party may rely upon certificates of incumbency, resolutions, and other documentary evidence of authority, and agrees to furnish such evidence promptly upon reasonable request. The representations and warranties herein survive the execution of any document covered by this Certificate to the extent necessary to permit reliance and enforcement.

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