Legal Resolution of Authority

LEGAL RESOLUTION OF AUTHORITY

This Legal Resolution of Authority (the "Resolution") is adopted by Entity Name: , organized as an entity type: Entity Type: Corporation LLC Partnership Other , formed under the laws of Jurisdiction: , with principal office at . The Board of Directors or Managers convened at a duly called meeting on Meeting Date: , at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the Entity to designate one or more individuals to execute documents, enter into transactions, and take such actions on behalf of the Entity within the scope set forth herein; and

WHEREAS, the Board seeks to set forth with particularity the authority to be granted, any conditions or limitations on that authority, and the means by which the authority may be revoked or amended; and

WHEREAS, the individuals identified below have represented that they are willing and able to accept the duties and responsibilities described in this Resolution.

NOW, THEREFORE, BE IT RESOLVED

1. Appointment of Authorized Representative(s). The Board hereby appoints the following individual(s) as Authorized Representative(s) of the Entity with the authority described in this Resolution:
   Authorized Representative Name Title/Capacity Effective Date of Appointment
2. Scope of Authority. The Authorized Representative is authorized, on behalf of the Entity, to negotiate, execute, deliver and perform all documents, agreements, instruments and certificates, to incur liabilities, and to take all actions in connection with the following matters: The authority granted herein includes the right to delegate ministerial tasks to employees or agents of the Entity, subject to any limitations expressly set forth in this Resolution.
3. Limitations and Conditions. The authority granted to the Authorized Representative shall be limited as follows: Any transaction outside the scope or in excess of stated limits requires prior written approval of the Board of Directors or Managers.
4. Duration and Revocation. Unless earlier revoked by vote of the Board or by operation of law, this Resolution shall remain in force until Revocation Date: . The Board may revoke or amend this Resolution at any time by majority vote at a duly convened meeting or by unanimous written consent.
5. Reliance by Third Parties. Any person, bank, or other third party dealing with the Authorized Representative may rely upon a written certificate signed by the Secretary or other authorized officer of the Entity certifying the continuing authority of the Authorized Representative, the specimen signature of the Authorized Representative, and the absence of revocation, until such party receives written notice of revocation at the address provided in the Notices section below.
6. Certification. The undersigned Secretary or Assistant Secretary of the Entity hereby certifies that the foregoing is a true, complete and correct copy of the Resolution duly adopted by the Board and that such Resolution remains in full force and effect on the date below.

NOTICES

All notices, requests, consents and other communications required or permitted under this Resolution shall be in writing and delivered to:

MISCELLANEOUS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles.

Entire Agreement. This Resolution constitutes the entire agreement of the Board with respect to the subject matter hereof and supersedes all prior resolutions and authorizations, whether written or oral, relating to the authority granted herein.

Severability. If any provision of this Resolution is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Resolution shall remain in full force and effect and shall be construed so as to give effect to the intent of the Board to the fullest extent permitted by law.

Amendment and Waiver. This Resolution may be amended, modified or supplemented only by a written instrument approved by the Board. Failure or delay by the Board to exercise any right or remedy under this Resolution does not operate as a waiver of that right or remedy.

Counterparts. This Resolution 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 shall be deemed original for all purposes.

ATTESTATION

I, the undersigned Secretary or Assistant Secretary of the Entity, certify under penalty of perjury that the foregoing Resolution was adopted by the Board in accordance with the Entity's governing documents and applicable law, and that the persons named above are authorized to act as set forth herein.

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