Legal Authority Evidence Form

LEGAL AUTHORITY EVIDENCE FORM

This Legal Authority Evidence Form (the "Form") is made and entered into as of Effective Date: by and between Principal: acting by and through Authorized Representative: and Recipient: .

RECITALS

WHEREAS, Principal seeks to evidence and document the legal authority of its Authorized Representative to act on Principal's behalf with respect to the matters described in this Form; and

WHEREAS, Recipient requires satisfactory documentary proof of such authority prior to accepting actions, instructions, or requests from the Authorized Representative for the Principal; and

WHEREAS, Principal has provided or will provide specified documentary evidence and certifications to enable Recipient to rely upon the authority asserted herein.

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

1. DEFINITIONS

For purposes of this Form, "Authorized Representative" means the individual identified in the opening paragraph who is asserted by Principal to have authority to act for Principal. "Evidence" means the documentary materials, certified copies and attestations delivered or identified in Section 2 below.

2. EVIDENCE PROVIDED

Principal submits the following documentary items as evidence of authority. Principal represents that each selected item is a true, complete and unaltered copy of the original document unless otherwise stated.

3. CERTIFICATION OF AUTHORITY

Principal hereby certifies, under penalty of perjury to the fullest extent permitted by law, that the Authorized Representative identified above has the authority to execute instruments, provide instructions, make requests, and bind Principal with respect to the subject matters for which this evidence is supplied. Principal further certifies that the Evidence listed in Section 2 is accurate, complete and in full force and effect, and that no material facts have been omitted that would render the Evidence misleading.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

Principal represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Form and the performance of the obligations herein have been duly authorized by all necessary corporate, partnership, trust or other action; (c) the authority evidenced has not been revoked or limited except as disclosed in writing to Recipient; and (d) acceptance of the Evidence by Recipient will not violate any applicable law or contractual restriction binding on Principal.

5. RELIANCE; LIMITATION OF LIABILITY; INDEMNITY

Recipient may rely upon the Evidence and the representations contained herein. Recipient shall have the right to require additional proof of authority in its reasonable discretion. Principal agrees to indemnify, defend and hold harmless Recipient from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any inaccuracy in the representations or from any action taken or omitted by Recipient in reasonable reliance upon the Evidence, except to the extent such loss is caused by Recipient's gross negligence or willful misconduct.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party designates by written notice.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State identified below without regard to conflict of laws principles. This Form constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law State:

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure or delay by a party to exercise any right or remedy shall not operate as a waiver. This Form 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 electronic signatures and delivery of executed counterparts by electronic means shall be effective for all purposes.

9. ADDITIONAL ADMINISTRATIVE INFORMATION

Corporation Limited Liability Company Partnership Trust Individual

10. ATTESTATION

By signing below, Principal certifies that the statements made in this Form are true and correct to the best of Principal's knowledge and that the undersigned is authorized to provide the foregoing certifications on Principal's behalf. Principal acknowledges that Recipient may rely on such certification and that false statements may give rise to liability.

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