Legal Authority to Sign

LEGAL AUTHORITY TO SIGN

This Legal Authority to Sign ("Authority") is entered into as of by and between Principal Name: , Entity Type: , organized under the laws of , with its principal place of business at ("Principal"), and Authorized Signatory Name: , Title: , with business address at ("Agent").

RECITALS

WHEREAS, Principal is authorized to enter into agreements and execute instruments on behalf of its organization in the ordinary course of business and desires to designate an individual with authority to sign specified documents on its behalf; and

WHEREAS, Agent has represented that Agent holds the position and authority indicated above and is willing to accept the grant of authority described in this Authority;

WHEREAS, Principal and Agent desire to set forth the scope, limitations and conditions of Agent's authority to bind Principal in writing.

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

1. AUTHORIZATION

Principal hereby appoints and authorizes Agent to sign, execute, acknowledge and deliver on behalf of Principal the documents, instruments and agreements described in Section 2 below, and to take such actions reasonably necessary to effectuate the foregoing, subject to the limitations set forth in Section 3. Such authorization is granted for the benefit of Principal and any third party may rely upon the Agent's signature as fully binding upon Principal for the purposes set forth herein.

2. SCOPE OF AUTHORITY

Agent's authority shall include the following categories of acts and documents, as further described:

The specific examples above are illustrative and not exhaustive; Agent is authorized to sign documents reasonably necessary and customary to carry out the matters described in the foregoing text, provided such acts conform to the limitations set forth in Section 3.

3. LIMITATIONS ON AUTHORITY

Agent shall not: (a) execute or amend any document that would create or modify material indebtedness of Principal without prior written approval from the Board of Directors or other authorized governing body; (b) transfer title to real property owned by Principal; (c) compromise or settle claims in excess of an aggregate amount of without express written authorization; or (d) take any action that would materially contravene Principal's organizational documents or applicable law.

4. REPRESENTATIONS AND WARRANTIES

Principal represents and warrants that Principal is duly organized and in good standing in its jurisdiction of formation, that the execution and delivery of this Authority and the performance of Principal's obligations hereunder have been duly authorized by all necessary corporate or organizational action, and that this Authority constitutes a valid and binding obligation of Principal enforceable in accordance with its terms. Agent represents that Agent is of legal age and has no restrictions preventing Agent from accepting this appointment.

5. RELIANCE BY THIRD PARTIES

Any third party receiving a document signed by Agent in the exercise of authority granted hereby may rely conclusively on such signature as the act and deed of Principal, and shall be entitled to accept and act upon such instrument without inquiry into the scope of Agent's authority, provided such instrument appears on its face to be within the scope of authority described in Section 2 and not subject to the limitations in Section 3.

6. EFFECTIVE DATE; TERM; REVOCATION

This Authority shall become effective on the effective date set forth above and shall continue until , unless earlier revoked in writing by Principal. Any revocation shall be effective only upon receipt by Agent and any affected third party whose reliance preceded actual receipt of notice of revocation.

7. INDEMNIFICATION

Principal agrees to indemnify, defend and hold harmless Agent from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the lawful exercise of authority granted by this Authority, except to the extent such claims arise from Agent's gross negligence, willful misconduct or fraud.

8. NOTICES

All notices required or permitted under this Authority shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice in accordance with this Section.

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 laws 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 and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Authority is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Authority shall be effective unless in writing and signed by both parties. Failure or delay by any party to exercise any right shall not operate as a waiver of such right. This Authority 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. Signatures transmitted by facsimile, electronic image, or other electronic means shall be treated as original signatures for all purposes.

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