Sub of Atty Power of Attorney

SUBSTITUTION OF ATTORNEY-IN-FACT (POWER OF ATTORNEY)

This Substitution of Attorney-in-Fact (the document) is made effective as of by and between Principal Name: (the Principal), Original Attorney-in-Fact: (the Original Attorney-in-Fact), and Substitute Attorney-in-Fact: .

RECITALS

WHEREAS, on or about the Principal executed a Power of Attorney instrument appointing the Original Attorney-in-Fact to act on behalf of the Principal (the Original Power of Attorney), recorded or executed in the jurisdiction of ;

WHEREAS, the Original Attorney-in-Fact has authority under the Original Power of Attorney to delegate or substitute another attorney-in-fact if permitted by the Original Power of Attorney and applicable law; and

WHEREAS, the Principal and the Original Attorney-in-Fact desire that the Substitute Attorney-in-Fact be appointed and accepted to exercise such powers and duties as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the parties agree as follows:

1. APPOINTMENT AND SUBSTITUTION

The Principal hereby substitutes and appoints the Substitute Attorney-in-Fact named above to act as attorney-in-fact in place of the Original Attorney-in-Fact for all purposes and with all powers granted under the Original Power of Attorney, except as expressly limited in this Substitution. The Substitute Attorney-in-Fact shall have the same authority, rights, duties, and responsibilities as the Original Attorney-in-Fact to the extent permitted by the Original Power of Attorney and applicable law.

2. SCOPE OF AUTHORITY

The Substitute Attorney-in-Fact is authorized to exercise any and all powers conferred by the Original Power of Attorney that remain valid and unrevoked, including but not limited to the power to manage real property, handle banking and financial transactions, execute contracts, make claims and settlements, and deal with governmental and administrative matters. The Substitute Attorney-in-Fact shall act in accordance with the Principal's best interests and shall comply with any express limitations set forth in the Original Power of Attorney or in Section 2.1 below.

2.1 Express limitations on the Substitute Attorney-in-Fact authority (if any):

3. EFFECTIVE DATE AND TERM

This Substitution shall become effective on the effective date set forth above and shall remain in effect until revoked by the Principal in a signed writing delivered to the Substitute Attorney-in-Fact or until termination by operation of law. Any revocation shall not affect actions taken by the Substitute Attorney-in-Fact in good faith prior to receipt of notice of revocation.

4. RELIANCE BY THIRD PARTIES

Third parties may rely upon a copy of this Substitution and shall be entitled to accept and rely upon any action taken by the Substitute Attorney-in-Fact within the scope of the authority granted herein. Any third party who acts in reliance on such representation shall not be liable to the Principal or any other person for permitting the Substitute Attorney-in-Fact to exercise such powers.

5. INDEMNIFICATION

To the fullest extent permitted by law, the Principal agrees to indemnify and hold harmless the Substitute Attorney-in-Fact from any and all claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising from the Substitute Attorney-in-Fact's good faith performance of duties hereunder, except for claims resulting from the Substitute Attorney-in-Fact's gross negligence or willful misconduct.

6. NOTICES

Principal contact information for notices:

Substitute Attorney-in-Fact contact information for notices:

7. REPRESENTATIONS AND WARRANTIES

Each signatory represents and warrants that such party is duly authorized to enter into this Substitution, that the execution and delivery of this Substitution has been duly authorized, and that this Substitution constitutes a legal, valid, and binding obligation enforceable against such party in accordance with its terms.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Substitution shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Entire Agreement: This Substitution, together with the Original Power of Attorney referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings.

Severability: If any provision of this Substitution is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Substitution may be amended or revoked only by a written instrument signed by the Principal. No waiver of any provision of this Substitution shall be effective unless in writing and signed by the party against whom enforcement is sought. This Substitution 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.

ACCEPTANCE BY SUBSTITUTE ATTORNEY-IN-FACT

The Substitute Attorney-in-Fact hereby accepts the appointment and agrees to serve as attorney-in-fact under the terms and conditions set forth in this Substitution and in the Original Power of Attorney to the extent applicable.

IN WITNESS WHEREOF, the parties have executed this Substitution as of the dates set forth below.

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