Legal Authority to Discharge

LEGAL AUTHORITY TO DISCHARGE

This Legal Authority to Discharge (the "Authority") is made effective as of by and between Authorizing Party: with principal address at , and Authorized Recipient: with principal address at .

RECITALS

WHEREAS, Authorizing Party is the legal owner or authorized representative of the property, lien, obligation or record described as:

WHEREAS, a debt, lien, encumbrance or recorded instrument affecting the foregoing is identified by the following particulars: Lien/Instrument: ; Account or File No.: ; Recorded in: , .

WHEREAS, Authorizing Party desires to grant to Authorized Recipient the limited authority to prepare, execute, deliver and record or file one or more discharge instruments, releases, satisfactions or similar documents to relinquish, discharge or remove the lien, encumbrance or other instrument described above, subject to the terms and conditions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT AND AUTHORITY

1.1 Appointment. Authorizing Party hereby appoints and constitutes Authorized Recipient as its true and lawful agent and attorney-in-fact, with limited authority to execute, acknowledge, deliver and record or file any and all instruments necessary or convenient to effectuate a complete discharge, release or satisfaction of the lien, encumbrance or recorded instrument described in the Recitals.

1.2 Powers Granted. Without limiting the foregoing, Authorized Recipient is specifically authorized to: (a) execute and deliver discharge, release or satisfaction forms in substantially final form as required by the jurisdiction of record; (b) complete blanks and insert recording references; (c) pay or arrange for payment of reasonable recording, processing and administrative fees; and (d) receive and deliver any recorded or filed originals on behalf of Authorizing Party.

2. SCOPE, LIMITATIONS AND CONDITIONS

2.1 Scope. The authority granted under this Authority is limited to matters necessary to accomplish a discharge of the specific lien, encumbrance or instrument identified in the Recitals. This Authority does not authorize Authorized Recipient to convey title, grant new liens, alter tax status, or compromise or settle unrelated claims except as expressly provided herein.

2.2 Conditions Precedent. Authorized Recipient shall not exercise any power granted hereunder until (a) Authorizing Party has provided reasonable proof of identity and ownership or authority to act for the owner; and (b) Authorized Recipient receives written instructions or documentation reasonably necessary to prepare and record the discharge instrument.

3. REPRESENTATIONS AND WARRANTIES

Authorizing Party represents and warrants to Authorized Recipient that: (a) Authorizing Party has full power, authority and legal right to authorize the discharge described in this Authority; (b) there are no outstanding notices of default, pending actions or other matters that would prevent the discharge; and (c) any signature to be provided by Authorizing Party is genuine and authorized. Authorizing Party shall promptly notify Authorized Recipient of any change in the facts or circumstances underlying these representations.

4. INDEMNIFICATION

Authorizing Party shall indemnify, defend and hold harmless Authorized Recipient and its agents, employees and attorneys from and against any and all liabilities, losses, claims, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Authorized Recipient's good-faith performance of the powers granted herein, except to the extent caused by Authorized Recipient's gross negligence or willful misconduct.

5. RECORDING, DELIVERY AND FEES

Authorized Recipient may record or file any discharge or release in the office of the appropriate recorder or filing authority. Authorizing Party agrees to reimburse Authorized Recipient for reasonable and documented recording, courier, filing and administrative fees upon presentation of invoices or receipts.

6. TERM; REVOCATION

This Authority shall commence on the Effective Date and shall remain in effect until the earlier of (a) the completion of the discharge and delivery to Authorizing Party of recorded originals, or (b) revocation in writing delivered to Authorized Recipient. Revocation shall not affect actions taken by Authorized Recipient in good faith prior to receipt of revocation.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Authority must be in writing and delivered to the parties at the addresses set forth below or to such other address as a party designates by notice hereunder. Notices shall be effective upon receipt.

8. AMENDMENT; WAIVER

This Authority may be amended or modified only by a written instrument executed by both parties. No failure or delay in exercising any right shall operate as a waiver of that right, and any waiver must be in writing signed by the waiving party.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

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

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Authority may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be for all purposes originals and binding on the parties.

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