Legal Signatory Lists

LEGAL SIGNATORY LISTS

This Legal Signatory Lists agreement (the "List") is executed as of by and between Company Name: , a Corporation LLC Other, with principal address: (hereinafter "Company"), and Recipient Name: , with principal address: (hereinafter "Recipient").

RECITALS

WHEREAS, Company maintains a roster of authorized individuals who are empowered to sign documents, enter into specified transactions and bind Company within defined authority limits; and

WHEREAS, Recipient requires an up-to-date certified list of such authorized signatories for the purpose of reliance in connection with agreements, payments, and other transactions between the parties; and

WHEREAS, Company wishes to provide a Statement of Authorized Signatories to Recipient and to set forth the scope, limitations and procedures for amendment and revocation of such authority.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this List, "Authorized Signatory" means an individual identified on the schedule below who, by virtue of position and authorization evidenced by corporate records or power of attorney, is empowered to execute documents and take actions on behalf of Company to the extent set forth next to such individual.

2. AUTHORIZED SIGNATORIES

Company hereby certifies that the following individuals are authorized signatories with the authority and limitations expressly stated. Company represents and warrants that the information below is true, accurate and complete as of the Effective Date.

1. Name and Title

Name:    Title:

Execute contracts and amendments    Authorize financial transactions    Sign checks and negotiable instruments

Authority Limit: $    Effective From:    To:

2. Name and Title

Name:    Title:

Execute contracts and amendments    Authorize financial transactions    Sign checks and negotiable instruments

Authority Limit: $    Effective From:    To:

3. Name and Title

Name:    Title:

Execute contracts and amendments    Authorize financial transactions    Sign checks and negotiable instruments

Authority Limit: $    Effective From:    To:

3. LIMITATIONS; RELIANCE

3.1 Company shall not be bound by actions of any person not listed herein. Recipient may rely in good faith upon any signature or act of an Authorized Signatory within the scope and limits set forth. Recipient is not required to make further inquiry into the authority of an Authorized Signatory whose name and specimen signature appear on this List.

3.2 Acceptance by Recipient of documents signed by an Authorized Signatory shall be conclusive evidence, absent manifest error, of the authority of the signatory to act for Company to the extent specified.

4. REVOCATION AND AMENDMENT

4.1 This List may be amended or revoked only by a written instrument executed by an authorized officer of Company and delivered to Recipient. Any amendment or revocation shall specify the effective date; Recipient shall be entitled to rely upon the last written list received until receipt of a superseding written notice.

5. REPRESENTATIONS AND WARRANTIES

Company represents and warrants that (a) it has full corporate power and authority to execute and deliver this List and to perform its obligations hereunder; (b) the signatories listed herein are authorized as indicated; and (c) all corporate action necessary to authorize the execution and delivery of this List has been duly taken.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this List shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice hereunder).

7. INDEMNITY

Company shall indemnify and hold harmless Recipient from and against any loss, liability or expense (including reasonable attorneys' fees) suffered by Recipient by reason of reliance by Recipient upon any representation contained in this List which is untrue, provided that such reliance was reasonable and in good faith.

8. MISCELLANEOUS

Governing Law: This List shall be governed by and construed in accordance with the laws of the jurisdiction indicated by Company State: , without regard to its conflicts of law principles.

Entire Agreement: This List constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, concerning such subject matter.

Severability: If any provision of this List is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment, modification or waiver of any provision of this List shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision shall not be construed as a waiver of that provision.

Counterparts: This List may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means that clearly evidence a party's intent to be bound shall be effective for all purposes.

CERTIFICATION

The undersigned officer of Company certifies under penalty of perjury that the persons listed above are authorized to act on behalf of Company in the capacities indicated and that the foregoing information is true and correct as of the date set forth below.

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